**United
      States**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB/A**


**(Amendment
      No. 1)**





**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





**For
      the fiscal year ended May 31, 2006**





OR





**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




Commission
      File Number 000-50450





**OPEN
      ENERGY CORPORATION**


(Name
      of
      small business issuer in its charter)





**Nevada**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **98-0370750**
              (I.R.S.
                Employer
              Identification
                Number)**514
                Via de la Valle, Suite 200, Solana Beach, California**
              (Address
                of principal executive offices)
            **92075**
              (Zip
                Code)




**(858)
      794-8800**


(Registrant’s
      telephone number, including area code)





**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act:**





(Title
      of Class)





Common
      Stock, par value $0.001 per share




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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.*


Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





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


Yes o No x





The
      registrant’s revenues for its most recent fiscal year were
      $152,532.





As
      of
      August 22, 2006, the aggregate market value of the voting stock of the
      registrant held by non-affiliates of the registrant was
      $41,474,329.**





The
      number of shares of Common Stock, $0.001 par value, outstanding on August 22,
      2006, was 69,668,290.





Documents
      incorporated by reference: None




*   
      Excludes filings on Form 8-K as provided in Rule 144(c)(i) under the Securities
      Act of 1933.


**
      Excludes the Common Stock held by executive officers, directors and stockholders
      whose ownership exceeds 5% of the Common Stock outstanding on August 22, 2006.
      The calculation does not reflect a determination that such persons are
      affiliates for any other purposes.







**Explanatory
      Note: This Amendment No. 1 to Annual Report on Form 10-KSB for the fiscal year
      ended May 31, 2006, is being filed solely to amend and restate Part II, Item
      8A
      (Controls and Procedures), in order to clarify that there were no changes in
      our
      internal control over financial reporting that occurred during our fourth fiscal
      quarter for the fiscal year ended May 31, 2006, that materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting. Other than as provided above, no other changes have been made to
      our
      Annual Report on Form 10-KSB that we filed on September 1, 2006. In order to
      preserve the nature and character of the disclosures set forth in the original
      Form 10-KSB, this Amendment No. 1 does not reflect events occurring after the
      filing of the original Form 10-KSB on September 1, 2006, or the Financial
      Statements included therein and related notes. Accordingly, this Amendment
      No. 1
      should be read in conjunction with the other filings we have made with the
      Securities and Exchange Commission subsequent to the filing of the original
      10-KSB on September 1, 2006.**





**PART
      II**




**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES**





We
      are
      required to maintain disclosure controls and procedures designed to ensure
      that
      material information related to us, including our consolidated subsidiaries,
      is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC rules and forms.





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and our principal financial officer, we conducted
      an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based
      on
      this evaluation, our principal executive officer and our principal financial
      officer concluded that our disclosure controls and procedures were not effective
      as of May 31, 2006, due to the following deficiencies:




·
            the
                absence of procedures to ensure the timely filing of current reports
                on
                Form 8-K;


·
            a
                lack of effective record keeping and compliance assistance for reports
                required under Section 16(a) of the Exchange
                Act;


·
            insufficient
                personnel resources and technical accounting expertise within the
                accounting function to resolve non-routine or complex accounting
                matters;


·
            our
                failure to obtain counsel from an ERISA or tax attorney on the tax
                implications to our company of restricted stock awards, discussed
                in
                "Management's Discussion and Analysis or Plan of Operation -- Liquidity
                and Capital Resources -- Payroll Withholding Taxes";
                and


·
            ineffective
                controls over period end financial close and reporting processes
                and the
                preparation and review of the annual consolidated financial statements,
                resulting in numerous post-closing journal entries and audit
                adjustments.




We
      identified the first two deficiencies described above in March 2006. We then,
      in
      March 2006, took the following remedial measures to address these deficiencies:
      we implemented more robust procedures to (i) identify events requiring the
      filing of a Form 8-K and to ensure the timely filings of such forms, and (ii)
      to
      identify transactions and other events requiring the filing of reports under
      Section 16(a) of the Exchange Act and to facilitate the timely filing of such
      forms by our directors and executive officers. We have also provided to
      management, and management has reviewed, practice materials identifying filing
      events, and we have increased the level of involvement by our outside securities
      counsel. Our chief financial officer is also engaging in continuing education
      focused on the latest developments in securities laws and disclosure
      obligations.




The
      last
      three deficiencies were identified in July 2006 as part of our procedures for
      completing our financial statements for the fiscal year ended May 31, 2006.
      We
      are in the process of implementing remedial steps for these further
      deficiencies, which include greater oversight of our accounting and compliance
      functions, and an active search for additional internal accounting and legal
      compliance resources. To date, management has not been able to hire sufficient
      additional personnel to assist in the company’s disclosure controls and
      procedures, and is in the process of further testing the new procedures, and
      thus has not been able to conclude that any of these deficiencies have been
      remediated as of the filing date of this report.





During
      the quarter ended May 31, 2006, there were no changes in our internal control
      over financial reporting that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial reporting.











**PART
      III**





**ITEM
      13.**  **EXHIBITS**








**Exhibit****Number**
            
            **Exhibit**





31.1*
            
            Certification
                of Principal Executive Officer as required pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.31.2*
            
            Certification
                of Principal Financial Officer as required pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.32.1*
            
            Certification
                of Principal Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2*
            
            Certification
                of Principal Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





*Filed
      herewith.











**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant caused this amendment to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**OPEN
      ENERGY CORPORATION**




By:
            /s/
                  David Saltman
            
            
            Date:
                October 5, 2006David
                Saltman
              President
                and Chief Executive Officer
              (Principal
                Executive Officer)









**EXHIBIT**  **INDEX**





**Exhibit****Number**
            
            **Exhibit**





31.1*
            
            Certification
                of Principal Executive Officer as required pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.31.2*
            
            Certification
                of Principal Financial Officer as required pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.32.1*
            
            Certification
                of Principal Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2*
            
            Certification
                of Principal Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





*Filed
      herewith.