FNRC First NRG Corporation (CE)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________________ to _____________________

Commission File Number 0-2660

1ST NRG CORP

(Exact name of small registrant  as specified in its charter)

Delaware

22-3386947

(State or other jurisdiction of Incorporation or organization)

(IRS Employer Identification No.)

1730 LaBounty Rd. #213, Ferndale WA  98248

(address of principal executive offices)

360-384-4390

(Registrant’s telephone number, including area code)

 (former name)                                                            (former address)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 | _ |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.   See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer |_|  

Accelerated filer |_|  

Non-accelerated filter   |_| (Do not check if a smaller reporting company)  

Smaller reporting company |X|

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

Yes |_|  No |X|

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:  Yes |_|  No |_|

Indicate the number of outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 3,551,688 common shares as of August 12, 2008

For further information on documents incorporated by reference see Item 6 EXHIBITS AND REPORTS ON FORM 8-K in Part III.

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Form 10-Q

INDEX

Page  

Number

PART I. FINANCIAL INFORMATION

  2

Item 1. Financial Statements

  2

        Balance Sheets

  2

        Statements of Operations

  3

        Statements of Stockholders’ Deficit

  4

        Statements of Cash Flows

  5

        Notes to Financial Statements

  6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 10

Item 4T. Controls and Procedures

  11

PART II OTHER INFORMATION

  13

Item 1. Legal Proceedings

  13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  13

Item 4. Submission of Matters to a Vote of Security Holders

  13

Item 5. Other Information

  13

Item 6. Exhibits and reports on Form 8-K

  13

SIGNATURES

  14

Exhibits 31 & 32 – CERTIFICATIONS

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PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	1st NRG CORP
	(a Development Stage Company)
	BALANCE SHEETS
	As of June 30, 2008 and December 31, 2007
	(unaudited)
							ASSETS								2008				2007
	Current Asset
			Cash												$              15		$                0
							LIABILITIES AND STOCKHOLDERS' DEFICIT
	Current Liabilities
			Accounts payable												$        20,503				$         11,752
			Contract payable												220,000
			Accrued management compensation												812,049				562,047
			Accrued interest												2,678				2,678
			Cash advances												12,500				12,500
			Advances from related parties												66,812		39,388
							Total current liabilities								1,134,542				628,365
	Long-Term Liabilities
			Loan payable												34,881				9,200
			Loan payable from related party												2,171				4,041
							Total long term liabilities								37,052		13,241
							Total liabilities								1,171,593				641,606
	Stockholders' Deficit
			Preferred stock - authorized 5,000,000 shares,
				par value $.001, none issued or outstanding											-				-
			Common stock - authorized 25,000,000 shares,
				par value $0.02, 3,551,688 shares issued
				and outstanding											71,033				56,561
			Common stock issuable, 491,786 shares												9,836				24,308
			Additional paid-in capital												5,043,421				5,043,421
			Accumulated deficit												(2,632,475)				(2,632,475)
			Deficit accumulated during the development stage												(3,663,394)		(3,133,421)
															(1,171,579)		(641,606)
															$              15		$                 0
	See Notes to Financial Statements
	2

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1st NRG CORP
(a Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2008 and 2007 and for the Period from
October 1, 2003 (the effective date of the development stage) through June 30, 2008
(unaudited)
										Three Months Ended June 30, 2008		Three Months Ended June 30, 2007		Six Months Ended June 30, 2008		Six Months Ended June 30, 2007	Cumulative During the Development Stage
Revenue										$           -		$           -		$           -			$           -			$             -
Expenses
		Management compensation								125,001		102,295		250,002			128,545			2,971,747
		Consulting fees								-		-		220,000			-			220,000
		General and administrative								28,706		56,463		59,427		59,731	321,237
										153,707		158,758		529,429			188,276			3,512,984
Other Income and Expense
		Income
					Interest earned					-		-		-			-			4,344
					Extinguishment of related party debt					-		205,000		-			205,000			205,000
										-		205,000		-		205,000	209,344
		Expense
					Interest expense					183		8		544			16			3,987
					Loss of escrow deposits					-		-		-			-			355,767
										183		8		544		16	359,754
										183		(204,992)		544		(204,984)	150,410
		Net income (loss)								$(153,891)		$    46,235		$(529,973)		$    16,708	$ (3,663,393)
Net income (loss) per common share (basic and fully diluted)										$      (0.05)		$        0.01		$       (0.18)		$        0.00
Weighted average number of shares outstanding										2,932,557		4,050,661		2,880,004		3,761,842
See Notes to Financial Statements
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1st NRG CORP
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Period from
October 1, 2003 (the effective date of the development stage) through June 30, 2008
	(unaudited)
					Preferred Stock	Common Stock	Common Stock Issuable	Additional  Paid-in Capital				Deficit  Accumulated  During the  Development  Stage
					Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount	Stock Subscriptions	Accumulated Deficit	Total
Balance, September 30, 2003					-	$        -	306,675	$   6,134	-	$         -			$1,582,105		$               -	$2,544,771)		$            -	(956,532)
Common stock issuable for
	management compensation, September 2003				-	-	-	-	1,950,000	39,000			1,911,000			-			1,950,000
Common stock issuable for
	debt and accrued expenses, September 2003								1,023,853	20,477			1,003,376						1,023,853
Net loss													(87,704)	(1,986,287)	(2,073,991)
Balance, December 31, 2003					-		306,675	6,134	2,973,853	59,477			4,496,481		-	(2,632,475)		(1,986,287)	(56,670)
Stock subscription issued for
	services to be provided, May 2004						150,000	3,000					717,000		(720,000)				-
Issuance of common stock
	issuable						2,496,353	49,927	(2,496,353)
Net loss										(49,927)				(121,966)	(121,966)
Balance, December 31, 2004					-	-	,953,028	59,061	477,500	9,550			5,213,481		(720,000)	(2,632,475)		(2,108,253)	(178,636)
Net loss														(164,683)	(164,683)
Balance, December 31, 2005					-	-	,953,028	59,061	477,500	9,550			5,213,481		(720,000)	2,632,475)		(2,272,936)	(343,319)
Common stock issuable for prepaid expenses
	on services to be provided in 2007,
	November 2006								14,286	286			9,714						10,000
Issuance of common stock for services,
	November 2006						25,000	500					27,000						27,500
Net loss														(176,476)	(176,476)
Balance, December 31, 2006					-	-	2,978,028	59,561	491,786	9,836			5,250,195		(720,000)	(2,632,475)		(2,449,412)	(482,295)
Stock subscriptions returned, February 2007							(150,000)	(3,000)					(717,000)		720,000
Common stock issuable for cash, April 2007
	net of issuance costs of $10,000								714,285	14,285			475,341						489,626
Warrants issuable for cash, April 2007													374						374
Common stock issuable for cash, September 2007									9,375	187			10,858						11,045
Warrants issuable for cash, September 2007													3,955						3,955
Options issued for executive compensation, 2007													19,698						19,698
Net loss																		(684,009)	(684,009)
Balance, December 31, 2007					-	-	,828,028	56,561	1,215,446	24,308			5,043,421		-	(2,632,475)		(3,133,421)	(641,606)
Common stock issued from issuable, June 2008							714,285	14,285	(714,285)	(14,285)
Common stock issued from issuable, June 2008							9,375	187	(9,375)	(187)
Net loss																		(529,973)	(529,973)
Balance June 30, 2008					-	$         -	3,551,688	71,033	491,786	9,836	$  5,043,421	$          -	$  2,632,475)	$ (3,663,394)	$ (1,171,579)
				See Notes to Financial Statements
									4

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1st NRG CORP
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2008 and 2007 and for the Period from
October 1, 2003 (the effective date of the development stage) through June 30, 2008
(unaudited)
					Six Months Ended June 30, 2008	Six Months Ended June 30, 2007	Cumulative During the Development Stage
Cash Flows From Operating Activities
	Net loss				$   (529,973)	$       16,708	$   (3,663,393)
	Adjustments to reconcile net loss to net cash
		used in operating activities
		Common stock issuable for:
			management compensation				1,950,000
			future services		-	-	10,000
		Options issuable for mangement compensation			-	-	19,698
		Common stock issued for:
			services		-	-	27,500
		Gain on extinguishment of related party debt			-	(205,000)	(205,000)
		Loss of deposits held in Escrow			-	-	355,767
		Change in operating assets and liabilities
			Prepaid expenses		-	(18,051)
			Accounts payable and accrued interest		8,751	(12,703)	54,138
			Contract payable		220,000	-	220,000
			Accrued management compensation		250,002	128,545	965,549
				Net cash used in operating activities	(51,220)	(90,501)	(265,742)
Cash Flows From Investing Activity
	Increase in deposits in Escrow				-	(351,500)	(355,767)
			Net cash used in investing activities			(351,500)	(355,767)
Cash Flows From Financing Activities
	Proceeds from contracts payable				-	-	12,361
	Proceeds (Payments) on loans payable				25,681	-	(24,941)
	Proceeds (Payments) on loans payable, related party				(1,870)	-	2,171
	Proceeds from common stock and warrants, net				-	500,000	505,000
	Proceeds (Payments) from advances from related parties				27,424	(50,283)	126,931
				Net cash provided by financing activities	51,235	449,717	621,521
Net change in cash					15	7,716	12
Cash, beginning of period					-	110	3
Cash, end of period					$             15	$         7,826	$                 15
Supplementary Information - Non-cash Transactions:
	Common stock issued and issuable for debt
		and accrued expenses			$              -	$             -	$      1,041,353
See Notes to Financial Statements
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NOTES TO FINANCIAL STATEMENTS

Note 1.  Organization and Significant Accounting Policies

Organization

1 ^st NRG Corp (the "Company") was formed under the laws of the State of Delaware on January 8, 1988.  The Company's principal business activity was the exploration and development of mineral properties.  Effective as of September 30, 2003, the Company discontinued these operations and re-entered the development stage to examine new opportunities.  Accordingly, these financial statements have been prepared treating the Company as a development stage company, effective as of October 1, 2003.  

In February 2008, the Company entered into a Consulting Agreement to assist in identifying possible business acquisitions of “Specialty Fuel” companies in China.  See Note 6 for further discussion on the contract.

Interim Period Financial Statements

The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations.  The interim period financial statements should be read together with the audited financial statements and accompanying notes included in the Company's Form 10-KSB for the year ended December 31, 2007.  In the opinion of the Company, the unaudited financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

Going Concern

The Company has incurred significant losses from operations and has an accumulated deficit at June 30, 2008.  The Company's ability to continue as a going concern is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Beginning in 2007 the Company identified and attempted to enter a niche market in the “Specialty Fuels” segment of the economy through the acquisition of two refining facilities.  Due to the inability of the contracted major funder not being able to complete, these acquisitions were not successful.

With the signing of the consulting agreement in February 2008 the Company widened its search for suitable acquisitions or associations in the “Specialty Fuels” segment to include China.

Presently, the Company does not have financing in place nor does it have a specialty fuels facility identified for purchase.  Still wishing to be in the “Specialty Fuels” segment, and to sustain Company operations for the next twelve months and beyond, the Company is presently pursuing alternative funding sources and is seeking suitable replacement facilities as well as taking steps to controlling and adjusting overhead and expenses to reflect its present level of operations.  There can be no assurance that any of these efforts will be successful or that the Company will be able to continue operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that directly affect the results of reported assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, and the reported amounts of revenues and expenses for the periods presented.  Actual results could differ from these estimates.

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Cash

Cash consists of checking and savings accounts held at financial institutions.  The Company did not pay cash for any interest or income taxes during 2008 or 2007.

Accrued Interest

There was a contract payable that bore interest at 15% which was retired by committing to issue shares and recognizing issuable shares in 2003.  Related accrued interest remains unpaid at June 30, 2008.

Earnings Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.  There were 540,000 potentially dilutive securities held as of June 30, 2008 and December 31, 2007.  For the six months ended June 30, 2008 outstanding options and warrants were anti-dilutive because of the Company’s net losses. As such, their effect has not been included in the calculation of diluted income per share.  Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

Fair Value of Financial Instruments

Financial instruments consist of cash, accounts payable, contract payable, accrued management compensation, accrued interest, cash advances, advances from related parties, loans payable and loans payable from related parties.  The fair value of these financial instruments approximates the carrying amounts due to the short-term nature.

Comprehensive Loss

Statements of Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income," establishes standards for reporting comprehensive income (loss) and its components in financial statements.  Comprehensive loss, as defined, includes all changes in equity during a period from non-owner sources.  To date, the Company has not had any significant transactions that are required to be reported in other comprehensive loss.

Stock-Based Compensation

The Company accounts for stock-based awards in accordance with SFAS No 123(R) which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest.  The fair value of stock options is determined using the Black-Scholes valuation model.  

Income Taxes

The Company accounts for income taxes in accordance with the liability method.  Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis.  The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income.  The Company’s deferred tax assets arise largely from available net operating loss carry forwards.   The Company has provided a full valuation allowance against the tax effect of those losses.

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Recent Accounting Pronouncements

In May 2008, the FASB issued Staff Position No. APB 14-I, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 states that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of Accounting Principles Board Opinion No. 14 and that issuers of such instruments should account separately for the liability and equity components of the instruments in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fIscal years beginning after December 15, 2008, and must be applied retrospectively to all periods presented. The Company is currently evaluating the impact, if any, that FSP ABP 14-1 will have on its financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guaranteed Insurance Contracts” (“SFAS 163”). SFAS 163 clarifies FASB Statement No 60, “Accounting and Repoiling by Insurance Enterprises’. SEAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company has determined that there is no impact of SFAS 163 on its financial statements..

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. The Company is currently evaluating the impact of SFAS 162 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

Note 2. Equity Transactions

The Company has no unvested warrants or stock options.

A summary of options outstanding at June 30, 2008 is as follows:
	Number of options	Weighted Average Exercise Price	Remaining Contractual Term	Aggregate Intrinsic Value
Balance at December 31, 2007	25,000	$        20.00	2.5 years	$              -
Options exercised	(0)
Options cancelled	(0)
Options expired	(0)
Balance at June 30, 2008	25,000	$        20.00	2.0 years	$              -

Effective March 17, 2008, all shares of the Company’s common stock issuable, issued and outstanding were combined and reclassified on a one-for-twenty basis.  The effect of this reverse stock split has been retroactively applied to all periods presented.

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Note 3.  Related Party Transactions

The Company’s offices are located in Ferndale, Washington.  The office facilities are currently provided on a month to month basis by a Director of the Company.  The Director was paid $15,000 for facility costs consisting of rental expense for the six months ended June 30, 2008, which is included General and Administrative Expenses.

Note 4.  Cash Advances and Advances from Related Parties

The Company has received cash advances from related parties to help fund the Company’s operations.  The advances are non-interest bearing and are due on demand.

Note 5.  Loan Payable and Loan Payable from Related Party

The Company received additional loan proceeds during the Quarter of $13,262 for general corporate use under an existing agreement which is to be repaid by August 1, 2009.  The loan accrues interest at a rate of 10% per year.

A related party paid operating expenses on behalf of the Company that must be repaid by October 9, 2009.  The loan accrues interest at a rate of 10% per year.

Note 6.  Contract Payable

In February 2008, the Company entered into an agreement with a consultant for services related to identifying potential business acquisitions.  Under the agreement, the Company is obligated to pay the consultant $220,000 as a non-refundable retainer for these services, plus reimbursement costs the consultant incurs.  On successful completion of an acquisition by the Company, the consultant would be entitled to a successful efforts payment equal to 11% of the value of the under-lying acquisition.  To date, no payment has been made under the agreement and no amounts have been accrued for the contingent liability related to a potential acquisition.

Note 7.  Subequent Event

Effective the 6 ^th day of August 2008 the Company executed a Regulation S Stock Purchase Agreement in connection with the private placement of shares of the Common Stock of 1 ^st NRG giving the Purchaser the right to purchase, on a best effort basis for the next 12 months, up to Three hundred thousand US$ ($300,000) worth of common stock at a per share purchase price adjusted as the Closing Bid Price changes from time to time.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY.  FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.  FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY," "SHALL," "WILL," "COULD," "EXPECT," "ESTIMATE," "ANTICIPATE," “PLAN,” "PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.  OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

This discussion and analysis should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions.  Our estimates were based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.  Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments are outlined below and have not changed significantly.

The Company is presently developing a business plan and model based on an identified niche related to Specialty Fuel Production.  The plan includes developing partnerships with major players, identifying acquisition targets, and utilizing established financial associations to fund the model.

The Company’s Chief Strategic Officer had identified quality, qualified consultants and personnel capable of aiding in the realization of these plans.  The Company, from this identified pool, engaged the services of a Consulting Company which expands on the scope of its search for funded opportunities to include China (See Notes to Financial Statements, Note 6 – Contracts Payable.).  Subsequent to the end of the Quarter, from this identified pool, three additional contracts with the Company have been successfully negotiated, filling the positions of Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Secretary.   This in turn enabled the Company to conclude, also subsequent to the end of the Quarter, an agreement to raise funding for operating purposes (See Notes to Financial Statements, Note 7 – Subsequent Event.).

The above actions create the foundation that will carry the Company through its various stages of development and growth.

Limited Operations:  The Company has not generated any significant revenues and will not generate significant revenues until it is able to develop new projects and sources of financing.  Expenditures as shown in the Statements of Operations during the current three month period reflect a material increase over 2007 caused by the revised employment agreements (see “Item 6(c) Exhibits 10.14.1 Employment agreement of Edward D. Renyk and 10.21.1.1 Employment Agreement of Dr. J. Greig); Consulting fees (see Notes To Financial Statements, Note 6 – Contracts Payable); General and administrative expenses for the three months ended June 30, 2008 reflecting the additional cost for rents on the Ferndale head office facilities and contracting out of bookkeeping costs relative to our program to improve internal controls by separating the responsibilities of personnel; and professional fees related to preparation of presentation packages to elicit major financing.

At June 30, 2008 the Company had a stockholders' deficit in excess of $1,100,000.

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Liquidity: The financial statements of the Company contained herein have been prepared on a going concern basis.  If the Company were unable to raise funds necessary to continue operations or were unable to generate positive cash flow from new operations, it might be forced to liquidate. In such event, it is unlikely that the Company would realize amounts sufficient to liquidate its liabilities recorded on the balance sheet.

Historically, management has provided the cash funding required to meet current operating costs.   Effective the 6 ^th day of August 2009 the Company executed a Regulation S Stock Purchase Agreement in connection with the private placement of shares of the Common Stock of 1 ^st NRG giving the Purchaser the right to purchase, on a best effort basis for the next 12 months, up to Three hundred thousand US$ ($300,000) worth of common stock at a per share purchase price adjusted as the Closing Bid Price changes from time to time. (See Note 7-Subequent Event.)  Additionally the Company has undertaken further steps as part of the plans outlined above with the goal of sustaining Company operations for the next twelve months and beyond by engaging the services of a Consulting Company which expands on the scope of its search for funded opportunities to include China (See Notes to Financial Statements, Note 6 – Contracts Payable.)

There can be no assurance that any of these efforts will be successful.

Substantial Indebtedness to Related Parties: The Company owed substantial amounts to related parties consisting of accrued management compensation, advances received primarily from Officers & Directors, and unsecured loans.  There can be no assurance that the Company will be able to satisfy its obligations to the Related Parties.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: As required by Rule 13a-15 under the Exchange Act for the period ended December 31, 2007 we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and based on this evaluation our Chief Strategic Officer and Chief Financial Officer (the “Certifying Officers”) conclude that our disclosure controls and procedures were not effective as of December 31, 2007 because of identified material weaknesses in our internal control over financial reporting as detailed below under “(c) Material Weaknesses Identified”.

Management’s Report on Internal Control Over Financial Reporting: Our Certifying Officers are responsible for establishing and maintaining our disclosure controls and procedures.  The Certifying Officers have designed established disclosure controls and other procedures that are designed  to ensure that material information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, as appropriate to allow timely discussions regarding required disclosure is made known to them, particularly during the period in which this report was prepared.

Material Weaknesses Identified: Our Certifying Officers are aware that with the limited level of operations, financial resources and availability of personnel that material weaknesses exist in the controls and procedures, particularly in the concentration of duties, lack of an audit committee and access to additional financial expertise, both within and external to the current composition of the Board of Directors.  Specific weakness in internal control over financial reporting exists because of the following:

1.

Our Company is managed by a small number of individuals working out of offices in Ferndale, Washington and Richmond, British Columbia.  We do not have a large enough number of independent staff or management members to provide third party oversight in the review of our financial transactions on an ongoing basis.  Our CSO/Chairman of the Board/Director is solely responsible for initiating activities of the Company and CFO/Director/Secretary is responsible for reviewing, and, until recently, recording the financial transactions, as well as the preparation and review of financial reports, including the preparation of the 10Q’s and 10K.  The electronically recorded and related physical records are maintained by the Ferndale office.

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2.

The Company’s Board of Directors consist of three members of which two make up the entire management team resulting in inadequate independent oversight of the management function as well as not having member to staff board of director committees, in particular an audit committee.  The Company lacks a designated financial expert and no method of creating an effective whistleblower program.

3.

Our limited operations and business practices include complex technical accounting issues that require significant accounting and SEC reporting expertise.  We do not have adequate accounting technical resources to ensure timely and accurate accounting and reporting for addressing such highly technical issues.  

4.

There is a lack of independent supervisory review of accounting transactions, including the recording of general ledger journal entries, month end account reconciliations, and preparation of financial reporting.

  Plan for Remediation of Material Weaknesses: Our Chief Strategic Officer is actively engaged in actions to resolve these deficiencies by:

1.

pursuing short term and long term funding.  Initial contracts are presently under active negotiation.

2.

actively recruiting members to add to the Board of Directors and has successfully concluded the first of two planned which will bring the Board up to full strength.  The current addition was Mr. Erik Nelson effective June 15, 2008. (See Item 6. (b) Reports on Form 8-K)

3.

identifying and being in active negotiation with three potential candidates to fill the positions of Secretary, Chief Financial Officer (CFO), and President/Chief Executive Officer (CEO)

4.

 pursuing active projects which include operational staffing to compliment the above actions and assist the Company in meeting its goals of fully meeting the requirements imposed by Sarbanes Oxley by its annual 2008 reporting date.

Changes in Internal Controls over Financial Reporting: There have been no material changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2008 that have affected or are likely to affect our internal controls over financial reporting with the exception that the Company has engaged the services of an external bookkeeping service provider enabling it to separate the primary responsibility of recording from that of oversight and transformation of this information into the financial reporting activity.

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PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

None

A summary of vested options and warrants outstanding at June 30, 2008 is as follows:

	Number of shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
	Options	Warrants	Options	Warrants	Options	Warrants
Balance at December 31, 2007	25,000	515,000	$20.00	$58.54	$0	$0
Options/Warrants exercised	(0)	(0)
Options/Warrants canceled	(0)	(0)
Options/Warrants expired	(0)	(0)
Options/Warrants outstanding and exercisable at June 30, 2008	25,000	515,000	$20.00	$58.54	$0	$0

The Company has no unvested stock options or warrants.

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)

Exhibits: The following Exhibits are furnished as part of this report.

None

(b)   Reports on Form 8-K

 

On June 16, 2008 the Company filed a Form 8K disclosing under Item 5.02 Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers that on June 15, 2008 Erik S. Nelson was appointed as a Director of the Company.

(c)

Documents Incorporated by Reference

Part I Item 2. Exhibit 10.14.1 Employment Agreement of Edward D. Renyk Incorporated by reference to Company’s Form 10K-SB Accession Number 0001137171-07-001138 filed August 20, 2007.

Part I Item 2. Exhibit 10.21.1.1 Employment Agreement of J. Greig Incorporated by reference to Company’s Form 8-K Accession Number 0001137171-07-000608 filed April 30, 2007.

31 & 32 – Certification

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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 thereunto duly authorized.

1ST NRG CORP

/s/ J. Greig                          

---------------------------------

Dated: August 12, 2008

By: Dr. J. Greig, Ph.D.       

CSO and

Principal Executive Officer

/s/ Edward D. Renyk

---------------------------------

Dated: August 12, 2008

By: Edward D. Renyk, CA

Assistant Secretary and

Principal Accounting Officer

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 1st NRG CORP (the “Company”) on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. J. Greig, Chief Strategic Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.I have reviewed this Report;

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;

4. I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c)

Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ J. Greig

Dr. J. Greig, Chief Strategic Officer

August 12, 2008

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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 1st NRG CORP. (the “Company”) on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward Renyk, Chief Accounting Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.I have reviewed this Report;

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;

4.I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c)

Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ E.  D. Renyk

Edward Renyk, Chief Accounting Officer

August 12, 2008

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Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 1st NRG CORP (the “Company”) on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Dr. J. Greig, Chief Strategic Officer of the Company, and Edward Renyk, Chief Accounting Officer of the Company, respectively certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Greig

/s/ E. D. Renyk

Dr. J. Greig, Chief Strategic Officer

Edward Renyk, Chief Accounting Officer

August 12, 2008

August 12, 2008