UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended January 31, 2010

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________to __________

Commission File Number: 000-49995

GAZOO ENERGY GROUP, INC.

(Exact name of small business Issuer as specified in its charter)

Nevada	98-0389183
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

2569 McCabe Way
Irvine CA 92614-6243	92614-6243
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

949 379 1210

(former name, if changed since since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] Yes [ ] No

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

[ ] Yes [ X ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

48,539,234 outstanding common shares as of March 18, 2010

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]

INDEX

			Page
PART I.	FINANCIAL INFORMATION

	ITEM 1.	Financial Statements	F-1

		Interim Consolidated Balance Sheets as at January 31, 2010 with comparative figures as at October 31, 2009	F-2
		Interim Consolidated Statement of Operations For the three months ended January 31, 2010 and 2009	F-3
		Interim Consolidated Statement of Cash Flows For the three months ended January 31 2010 and 2009	F-4
		Statement of Stockholders’ Equity For the period March 14, 2002 (date of inception) to January 31, 2010	F-6
		Notes to the Financial Statements	F-8

	ITEM 2.	Management’s Discussion and Analysis or Plan of Operation	14

	ITEM 3.	Controls and Procedures	18

PART II.	OTHER INFORMATION		18

	ITEM 1.	Legal Proceedings	18

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

	ITEM 3.	Defaults Upon Senior Securities	18

	ITEM 4.	Submission of Matters to a Vote of Security Holders	18

	ITEM 5.	Other Information	18

	ITEM 6.	Exhibits	19

SIGNATURES			20

PART I - FINANCIAL STATEMENTS

ITEM 1.

FINANCIAL STATEMENTS.

Certain statements contained in this Form 10-Q constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. As used in this interim report, the terms "we", "us", "our", and “our company” mean Gazoo Energy Group, Inc. and its wholly owned subsidiaries, Fortuna Gaming (UK) Limited and Fortuna Gamining Corp. Lrd., unless otherwise indicated. All dollar amounts in this annual report are in U.S. dollars unless otherwise stated.

F-1

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

	January 31,			October 31,
	2010			2009
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash	$	-		$	-

Total Current Assets		-			-

TOTAL ASSETS	$	-		$	-



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	170,137		$	167,637
Accounts payable - related parties		142,484			142,484
Accrued interest payable		251,923			250,522
Convertible promissory notes payable, less
unamortized discount		1,096,593			1,096,593
Promissory note		56,055			56,055

Total Current Liabilities		1,717,192			1,713,291


STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock; 100,000,000 shares authorized,
at $0.001 par value, 100,000,000 shares issued
and outstanding		100,000			100,000
Common stock; 100,000,000 shares authorized,
at $0.001 par value, 48,539,234 and 44,539,234
shares issued and outstanding, respectively		48,539			44,539
Additional paid-in capital		4,269,003			4,269,003
Treasury stock		(34,000	)		(30,000	)
Accumulated deficit		(6,100,734	)		(6,096,833	)

Total Stockholders' Equity (Deficit)		(1,717,192	)		(1,713,291	)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-2

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

							From Inception
	For the Three						on March 14,
	Months Ended						2002 through
	January 31,						January 31,
	2010			2009			2010


REVENUES	$	-		$	-		$	-

COST OF SALES		-			-			-

GROSS PROFIT		-			-			-

EXPENSES

General and Administrative		2,500			13,000			3,334,169

Total Expenses		2,500			13,000			3,334,169

OPERATING LOSS		(2,500	)		(13,000	)		(3,334,169	)

OTHER INCOME (EXPENSES)

Interest expense		(1,401	)		(508,540	)		(759,189	)

Total Other Income (Expense)		(1,401	)		(508,540	)		(759,189	)

LOSS BEFORE DISCONTINUED
OPERATIONS		(3,901	)		(521,540	)		(4,093,358	)

DISCONTINUED OPERATIONS		-			-			(2,007,376	)

NET LOSS	$	(3,901	)	$	(521,540	)	$	(6,100,734	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.81	)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		44,539,234			640,745

The accompanying notes are an integral part of these financial statements.

F-3

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended January 31,						From Inception on March 14, 2002 through January 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(3,901	)	$	(521,540	)	$	(6,100,734	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Write-down of abandoned software investment		-			0			1,515,694
Write-down of web development costs								418
Write-down of capital assets								55,272
Write-down of license fee and related hardware								57,911
Depreciation								38,042
Amortization of debt discount					508,540			508,540
Changes in operating assets and liabilities:
Change in accounts payable and
accrued liabilities		2,500			(47,000	)		380,989
Change in accrued interest payable		1,401			-			251,923

Net Cash Used by Operating Activities		-			(60,000	)		(3,291,945	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of hardware		-			-			(38,400	)
Software license fee		-			-			(95,000	)
Purchase of domain names		-			-			(10,175	)
Assets purchased from discontinued business		-			-			(1,515,694	)
Website development costs		-			-			(1,000	)
Purchase of office equipment		-			-			(6,519	)

Net Cash Used by Investing Activities		-			-			(1,666,788	)

CASH FLOWS FROM FINIANCING ACTIVITIES

Change in notes payable		-			-			56,055
Increase in demand loans								918,853
Acquisition deposit loan								267,740
Increase in related-party payables								51,084
Sale of common stock for cash		-			60,000			3,665,001

Net Cash Provided by Financing Activities		-			60,000			4,958,733


NET DECREASE IN CASH		-			-			-

CASH AT BEGINNING OF PERIOD		-			-			-

CASH AT END OF PERIOD	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-4

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months Ended January 31,				From Inception on March 14, 2002 through January 31,
	2010		2009		2010

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

CASH PAID FOR:

Interest	$	-	$	-
Income Taxes	$	-	$	-



SUPPLEMENTAL DISCLOSURES OF NON-CASH
FINANCING ACTIVITIES:

Common stock issued as payment of debt	$	-	$	60,000

The accompanying notes are an integral part of these financial statements.

F-5

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity

	Preferred Stock				Common Stock				Treasury Stock				Additional Paid-In		Subscriptions			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			TOTAL

Common shares issued for cash at
$0.001 per share		-	$	-		19	$	-		-	$	-	$	6,000	$	-		$	-		$	6,000

Common shares issued to acquire
mineral property interest at
$0.001 per share		-		-		1		-		-		-		20		-			-			20

Common shares issued for cash at
$0.01 per share		-		-		23		-		-		-		73,003		-			-			73,003

Common shares issued for cash at
$0.15 per share		-		-		2		-		-		-		105,493		(19,602	)		-			85,891

Net loss for the period from inception
on March 14, 2002 through
October 31, 2002		-		-		-		-		-		-		-		-			(79,386	)		(79,386	)

Balance, October 31, 2002		-		-		45		-		-		-		184,516		(19,602	)		(79,386	)		85,528

Cash received on subscriptions
receivable		-		-		-		-		-		-		-		19,602			-			19,602

Net loss for the year ended
October 31, 2003		-		-		-		-		-		-		-		-			(90,687	)		(90,687	)

Balance, October 31, 2003		-		-		45		-		-		-		184,516		-			(170,073	)		14,443

Net loss for the year ended
October 31, 2004		-		-		-		-		-		-		-		-			(29,298	)		(29,298	)

Balance, October 31, 2004		-		-		45		-		-		-		184,516		-			(199,371	)		(14,855	)

Common shares issued pursuant to
private placement agreement at
$6,250 per share		-		-		240		-		-		-		1,500,000		-			-			1,500,000

Common shares issued pursuant to
share exchange agreement at
$1.25 per share		-		-		12,000		12		-		-		14,988		-			-			15,000

Common shares issued for cash
and consultant's fees at $19.08		-		-
per share						14,273		14		-		-		272,269		-			-			272,283

Net loss for the year ended
October 31, 2005		-		-		-		-		-		-		-		-			(3,021,657	)		(3,021,657	)

Balance, October 31, 2005		-	$	-		26,558	$	26		-	$	-	$	1,971,773	$	-		$	(3,221,028	)	$	(1,249,229	)

The accompanying notes are an integral part of these financial statements.

F-6

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Subscriptions		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Receivable		Deficit			TOTAL

Balance, October 31, 2005		-	$	-		26,558	$	26		-		$	-		$	1,971,773		$	-	$	(3,221,028	)	$	(1,249,229	)

Common shares issued for cash at
$1.00 per share		-		-		676		1		-			-			1,693,202			-		-			1,693,203

Net loss for the year ended
October 31, 2006		-		-		-		-		-			-			-			-		(1,975,553	)		(1,975,553	)

Balance, October 31, 2006		-		-		27,234		27		-			-			3,664,975			0		(5,196,581	)		(1,531,579	)

Net loss for the year ended
October 31, 2007		-		-		-		-		-			-			-			-		(243,950	)		(243,950	)

Balance, October 31, 2007		-		-		27,234		27		-			-			3,664,975			-		(5,440,531	)		(1,775,529	)

Common shares issued for debt at
$2.50 per share		-		-		12,000		12		-			-			29,988			-		-			30,000

Beneficial conversion of notes payable		-		-		-		-		-			-			508,540			-		-			508,540

Net loss for the year ended
October 31, 2008		-		-		-		-		-			-			-			-		(105,388	)		(105,388	)

Balance, October 31, 2008		-		-		39,234		39		-			-			4,203,503			-		(5,545,919	)		(1,342,377	)

Common shares issued for debt at
$0.01 per share		-		-		5,500,000		5,500		-			-			54,500			-		-			60,000

Common shares issued and held in
treasury pusuant to Acquisition
Agreement		-		-		30,000,000		30,000		(30,000,000	)		(30,000	)		-			-		-			-

Demand loan converted to common
stock at $0.01 per share		-		-		9,000,000		9,000		-			-			81,000			-		-			90,000

Preferred shares issued for services
rendered at $0.0003 per share		100,000,000		100,000		-		-		-			-			(70,000	)		-		-			30,000

Net loss for the year ended
October 31, 2009		-		-		-		-		-			-			-			-		(550,914	)		(550,914	)

Balance, October 31, 2009		100,000,000		100,000		44,539,234		44,539		(30,000,000	)		(30,000	)		4,269,003			-		(6,096,833	)		(1,713,291	)

Common shares issued and held in
treasury pursuant to Acquisition
Agreement (unaudited)		-		-		4,000,000		4,000		(4,000,000	)		(4,000	)		-			-		-			-

Net loss for the three months ended
January 31, 2010 (unaudited)		-		-		-		-		-			-			-			-		(3,901	)		(3,901	)

Balance, January 31, 2010 (unaudited)		100,000,000	$	100,000		48,539,234	$	48,539		(34,000,000	)	$	(34,000	)	$	4,269,003		$	-	$	(6,100,734	)	$	(1,717,192	)

The accompanying notes are an integral part of these financial statements.

F-7

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2010 and October 31, 2009

Note 1

INTERIM FINANCIAL STATEMENTS

While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s October 31, 2009 annual consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s October 31, 2009 annual audited financial statements.

Operating results for the three months ended January 31, 2010 are not necessarily indicative of the results that can be expected for the year ended October 31, 2010.

Note 2

NATURE OF OPERATIONS

a)	Organization

The Company is a public company whose common shares are listed for trading on the United States Over-the-Counter Bulletin Board.

The Company complies with the Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises” for its characterization of the Company as a development stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. For the purpose of providing cumulative amounts for the statement of operations and cash flows, these amounts consider only those losses for the period from the Company’s development stage activity effective March 14, 2002 to January 31, 2010.

The Company was incorporated on March 14, 2002 under the laws of the State of Nevada as North American General Resources Corporation and was primarily engaged in the acquisition and exploration of mining properties until November 2004.

On November 29, 2004 the Company’s board of directors filed a Certificate of Amendment with the Secretary of State in Nevada to change the name of the Company from North American General Resources Corporation to MoneyFlow Capital Corporation. At this time the primary business focus of the Company was changed to providing financial services including operating a foreign exchange service and providing short-term loans and check cashing from retail premises.

On June 28, 2005 the Company’s board of directors filed a Certificate of Amendment with the Secretary of State in Nevada to change its corporate name from MoneyFlow Capital Corporation to Fortuna Gaming Corp. At this time the Company underwent a change in management and primary business focus and became involved in the acquisition and licensing of on-line and mobile gaming technologies.

On November 7, 2008 the Company’s board of directors resolved to change the name of the company to Gazoo Energy Group, Inc. and undertook the search of new business opportunities for the Company. The change of name became effective on September 11, 2009 and a new symbol GAZU was issued.

F-8

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2010 and October 31, 2009

Note 2

NATURE OF OPERATIONS (Continued)

b)	Change of Business and Use of Consultants During Re-organization and Start Up Stage

As the Company is in the start-up stage, Gazoo Energy Group, Inc. and its subsidiaries engage the services of various consultants possessing critical knowledge and experience in the legal and financial services sector. The services performed by consultants from June 28, 2005 to January 31, 2010 include legal services, due diligence and accounting services associated with planned acquisitions of operating business entities, raising equity and debt financing, developing the Company’s overall business plan and strategies, identifying, selecting and negotiating intellectual property licensing agreements, developing operational plans covering domestic and international operations, seeking out and hiring professional management, developing marketing and promotion plans including setting up an investor relations program, developing a merger and acquisition strategy and policy and developing corporate and potential acquisition candidates and establishing corporate governance policies.

Concurrent with the name change to Gazoo Energy Group, Inc. the Company commenced a new business plan based on the generation of revenue from green energy sources. New management has several targets in various stages of development to implement this new business plan.

c)	Going Concern

These financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. To date, the Company has earned no revenues. At January 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $6,100,734 since its inception, and has a working capital deficiency of $1,717,192 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

The future of the Company is dependent upon the continued support of its lenders, its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

F-9

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2010 and October 31, 2009

Note 3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consists of outstanding fees relating to unpaid consulting services provided to the company during the 2006-2009 fiscal years, and for the three months ended January 31, 2010.

Note 4

LOANS PAYABLE AND PROMISSORY NOTE

(a)	At January 31, 2010 and October 31, 2009, the Company holds a promissory note payable to an unrelated third-party entity in the amount of $56,055. This note accrues interest at a rate of 10.0% per annum. The note has no formal payment terms, other than being due on demand. As of January 31, 2010 the Company had received no formal demand for payment from the lender.

(b)	On June 1, 2008 the Company held a $267,740 note payable which was acquired by a third-party and re-written in the form of a six-month non-interest bearing convertible promissory note. The notes became convertible at the option of the Company at a conversion price equal to 70% of the closing market price on the date of notification. Pursuant to this beneficial conversion feature of the notes, the Company recorded a discount on debt in the amount of $114,746. At December 1, 2008, which is the earliest conversion date, the Company recognized all of the interest expense related to the discount of notes payable of $114,746 as the promissory note has an indefinite life. On May 1, 2009, $90,000 of this note was converted into 9,000,000 shares of common stock at $0.01 per share, leaving $177,740 in unpaid principal as of October 31, 2009. Contractual simple interest was accrued through January 31, 2008, but by mutual consent has been discontinued since that date. As of January 31, 2010, the note is in default. However, the Company has received no formal demand for payment.

	On June 1, 2008 the Company held $918,853 in notes payable which were acquired by a third party and rewritten in the form of one non-interest bearing convertible promissory note. The note became convertible at the option of the Company at a conversion price equal to 70% of the closing market price on the date of notification. Pursuant to this beneficial conversion feature of the notes, the Company recorded a discount on debt in the amount of $393,794, At December 1, 2008, which is the earliest conversion date, the Company recognized all of the interest expense related to the discount of notes payable of $393,794 as the promissory note has an indefinite life. Contractual simple interest was accrued through January 31, 2008, but by mutual consent has been discontinued since that date. As of January 31, 2010, the note is in default. However, the Company has received no formal demand for payment.

Note 5

PREFERRED, COMMON, AND TREASURY STOCK

During the year ended October 31, 2009, the Company issued 5,500,000 shares of common stock as payment on $60,000 of debt. The shares were valued at $0.01 per share, and the debt was considered satisfied in full upon issuance of the shares. The Company issued an additional 9,000,000 shares of common stock pursuant to the conversion of a $90,000 demand loan. These shares were valued at $0.01 per share and the demand loan was considered satisfied in full upon issuance of the shares.

Also during the year ended October 31, 2009, the Company issued 30,000,000 shares of common stock in order to acquire certain assets and intellectual property of an unrelated third-party entity. As of October 31, 2009 the Company had not completed its due diligence with respect to these assets and intellectual property, and the issued shares are held by the Company and classified as treasury stock in these financial statements.

F-10

GAZOO ENERGY GROUP, INC.

(Formerly Principal Capital Group, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2010 and October 31, 2009

Note 5

PREFERRED, COMMON, AND TREASURY STOCK (Continued)

Additionally, during the year ended October 31, 2009, the Company issued 100,000,000 shares of preferred stock to its President and sole director as payment for $30,000 of services rendered to the Company. The preferred shares were valued at $0.003.

On November 13, 2009, the Company entered into an agreement with Only Natures Finest, Inc. (“ONF”), whereby the Company issued 4,000,000 of its common shares to ONF in return for approximately 88,000,000 ONF shares which is to represent a 70% ownership of ONF. The Company’s shares were issued on November 13, 2009 but are being held by the Company treasury pending completion of the due diligence process.

In November 2009 the Company, through its wholly owned subsidiary Global Wind Energy Corporation, entered into an agreement to acquire, in return for a 10% interest in Global, the existing entitlements on 2,750 acres of real estate, to prepare and enhance the real estate to produce electrical energy.

Note 6

RELATED PARTY TRANSACTIONS

On April 28, 2009 the company issued, to its president, 100,000,000 preferred shares with an agreement to buy them back for $30,000, at the end of one year, if the Company is not able to pay its obligation to him within the year.

F-11

ITEM 2.

MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors”, which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements, to conform these statements to actual results.

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to common shares in the capital of our company and the terms "we", "us" and "our" mean Gazoo Energy Group, Inc. and it’s wholly owned subsidiaries.

PLAN OF OPERATIONS

Gazoo Energy Group, Inc., with inactive subsidiaries incorporated in the United Kingdom (Fortuna Gaming (UK) Limited and Fortuna Gaming Corp. was initially established to pursue acquisitions in the online gaming business. With enactment of legislation in the US prohibiting or otherwise restricting the use of electronic payment processing of online bets from US citizens, management has had to reassess the long-term strategy of continuing its online gaming efforts or to entertain other business initiatives.

Management will be focusing its efforts over the next six to twelve months towards raising funds to pay down debt, restructuring its operations and pursuing other business opportunities, joint ventures and acquisitions.

On the basis that we will be pursuing various strategies and opportunities outside of the gaming industry, we estimate our general research, development and operating expenses for the next twelve month period to be as follows:

Marketing and Travel Costs

We expect to incur discretionary marketing costs in the range of $7,500-$10,000 per month. In addition to the monthly marketing costs, approximately $18,000 will continue to be spent on up-dating and re-designing the corporate web site.

Consultant Compensation

Given that our Company is a development stage company, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as-needed basis. We estimate that our consultant and related professional compensation expenses for the next twelve month period will be approximately $250,000.

Professional Fees

We expect to incur on-going legal, accounting and audit expenses to comply with our reporting responsibilities as a public company under the United States Securities Exchange Act of 1934, as amended. We estimate such expenses for the next fiscal year to be approximately $75,000.

General and Administrative Expenses

We anticipate spending $250,000 on general and administrative costs in the next twelve month period. These costs primarily consist of expenses such as travel, office supplies, telephone, courier and some key management personel.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis explains trends in our financial condition and results of operations for the three months ended January 31, 2010 and 2009. This discussion and analysis of the results of operations and financial condition should be read in conjunction with our 2009 audited financial statements and the related notes, as well as statements made elsewhere in this Form 10-Q..

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value for accounts receivable, inventories, capital assets, investments, patent rights and other assets, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

By nature, asset valuations are subjective and do not necessarily result in precise determinations. Should the underlying assumptions change, the estimated net recoverable amounts and net realizable values may change by a material amount.

The consolidated financial statements have, in our opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies outlined in our October 31, 2008 10KSB.

Going Concern and Continuing Operations

Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our accumulated deficit amounts to $6,100,734 as at January, 2010, which includes a write-off of assets amounting to $1,515,694 in 2005 for a failed venture;, as well as legal and accounting costs associated with the due diligence process relating to the G-FED transaction amounting to $364,974. To date the Company is still in the development stage and has no revenue..

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended October 31, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Operations to date have been covered primarily from financings associated with equity transactions. There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Results of Operations for the three Months Ended January 31, 2010 and January 31, 2009.

As the Company is a Development Stage Company, we have not earned any revenue to date.

As a result of management’s decision to curtail operating costs while it assesses its future direction, expenses for the three months ended January 31, 2010 amounted to $3,901, which includes interest of $1,401, compared to $521,540 for the same period in 2009 which includes $508,540 in interest expense, which was the beneficial conversion feature cost for the convertible notes payable, and 13,000 in professional fees, consulting fees, and other administrative costs. The holders of all but the Wong promissory notes have agreed not to demand interest and therefore no interest has been accrued for those notes for the period ended January 31, 2010.

Net Loss

Our Loss for the three months ended January 31, 2010 amounted to $3,901 compared to a loss of $521,540 for the same period in 2009 We have incurred a cumulative net loss in the amount of $6,100,734 from inception to January 31, 2010, which includes the write off of our investment in MoneyFlow Canada; due diligence costs relating to GFED and write-offs of license fees.

Liquidity and Financial Condition

Since inception, we have used our common stock and borrowings to raise money for the property acquisition, for corporate expenses and to repay outstanding indebtedness.

Our consolidated financial statements contained in this interim report contemplate our continuation as a going concern. However, we have sustained substantial losses and are still in the development stage. Additional funding will be necessary to continue development and marketing of our product. As outlined in Note 2(d) of these interim financial statements, we intend to arrange for the sale of additional shares of our common stock and/or borrow funds to obtain additional operating capital for at least the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Interim Report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Because we will need additional financing to fund our activities, our accountants have included in their audit report that the Company’s recurring losses and lack of operations raises substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $6,100,734 for the period from March 14, 2002 (inception) to January 31, 2010, and have no revenue to date. We will require additional financing to sustain our business operations and we may not be able to obtain financing as required.

Since this is a new direction for the business and as a development stage company, we face a high risk of business failure due to our inability to predict the success of our business

We have just begun the initial stages of the new business, and thus have no way to evaluate the likelihood that we will be able to operate the business successfully.

Because of the unique difficulties and uncertainties inherent in new ventures, we face a high risk of business failure

Potential investors should be aware of the difficulties normally encountered by commencing a new business venture and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the business we plan to undertake.

As we undertake our new business direction in the gaming business, we may become subject to new government regulation that may increase the anticipated cost of the business

Many government jurisdictions have ruled that online gaming is illegal and, accordingly, management is evaluating where Fortuna will conduct its operations in order to be compliant.

Our common stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form 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 also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction 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 effecting 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 in a penny stock not otherwise exempt from these rules, 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 3.

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being January 31, 2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are ineffective as at the end of the period covered by this report.

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's Chief Executive Officer, President, Secretary, Treasurer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, our Company's principal executive and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

a.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

b.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

c.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are not party to any legal proceedings and to our knowledge no such proceedings are threatened or contemplated.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of equity securities during the period covered by this report.

ITEM 3.

DEFAULTS UPON SENIOR SECURITES.

There has been no default in the payment of principal or interest with respect to any indebtedness incurred by us.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters have been submitted to a vote of security holders during the period covered by this report.

ITEM 5.

OTHER INFORMATON.

Not applicable.

ITEM 6.

EXHIBITS.

(a)	Exhibits and Index of Exhibits

Exhibit Number		Description of Exhibit

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GAZOO ENERGY GROUP, INC.



Date: March 19, 2010	By:	/s/ Chip Hackley
		Chip Hackley
		Chief Executive Officer

GAZOO ENERGY GROUP, INC. 10-Q