SECURIITES AND
EXCHANGE COMMISSION  Washington, D.C.
20549  Form 10-KSB/A  Annual Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934  Date of
Report: December 31,
2007  FIRST NATIONAL POWER
CORPORATION (Exact name of
registrant as specified in its charter)  Delaware
333-62588
66-0349372(State of other jurisdiction of
incorporation or organization)
(Commission File
Number)
(IRS Employer
Identification No.)  #219  227 Bellevue Way
NE Bellevue, WA 98004 (Address of principal
executive offices)  Registrants
telephone number: (416) 918
6987  (Mark One) [X] Annual report
pursuant to Section 13 or 15(d) of the securities exchange act of 1934 for the
fiscal year ended December 31, 2007.  [
 ] Transition report
under Section 13 or 15(d) of the securities exchange act of 1934  Securities registered under Section
12(b) of the Exchange Act:   Securities registered under Section
12(g) of the Exchange Act:  Common stock  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.  [X] Yes  [  ] No  Check if there is no disclosure of
delinquent filers in response to Item 405 or 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
 [X]  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
 Yes xNo  State
issuers revenues for its most recent fiscal year: As of December
31, 2007, the Company has not generated any revenues.  State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by
reference to the average bid and asked price of such common equity, as of March
15, 2008:  $771,870  State the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date. As of December
31, 2007 there were 76,422,760 common shares issued and outstanding.  CAUTIONARY STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION  Certain
statements in this annual report on Form 10-KSB contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived   utilizing
numerous assumptions and other factors that could cause our actual results to
differ materially from those in the forward-looking statements. These factors
include, but are not limited to, our ability to consummate a merger or business
combination, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and global
competition, and other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should consider the areas
of risk described in connection with any forward-looking statements that may be
made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
 Readers should carefully review this annual report in its entirety,
including but not limited to our financial statements and the notes thereto.
 Except for our ongoing obligations to disclose material information under
the Federal securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events. For any forward-looking statements contained
in any document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995.   EXPLANATORY NOTE  This
Amendment No.3 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the year
ended December 31, 2007 of the Registrant which was filed with the Securities
Exchange Commission on March 25, 2008 (the Original Filing) is being filed to
amend or include certain disclosure contained in Item 8A. Controls and
Procedures and in the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.  As
a result of this Amendment No.3, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the
Original Filing have been re-executed and re-filed as of the date of this
Amendment No. 3 on Form 10-KSB/A.  Except
for the Amendment described above, this Form 10-KSB/A does not modify or update
other disclosures in, or exhibits to, the Original Filing which are incorporated
by reference herein.   Item 8A.  Disclosure
Controls and Procedures  As of December 31, 2007, the Company
carried out an evaluation of the effectiveness of the Companys disclosure
controls and procedures (as defined by Rule 13a-15(e) under the Securities
Exchange Act of 1934) under the supervision and with the participation of the
Chief Financial Officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that the Companys disclosure controls
and procedures were not effective.  The Company also maintains a system
of internal accounting controls that is designed to provide assurance that
assets are safeguarded and that transactions are executed in accordance with
managements authorization and properly recorded. This system is continually
reviewed and is augmented by written policies and procedures, the careful
selection and training of qualified personnel and an internal audit program to
monitor its effectiveness. During the fiscal year ended December 31, 2007, there
were no significant changes to this system of internal controls or in other
factors that could significantly affect those controls.   Managements Report on Internal
Control over Financial Reporting  Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rule 13a-15(f) under the Exchange Act. Internal control over
financial reporting refers to a process designed by, or under the supervision of
our Chief Financial Officer and effected by our Board, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in connection with generally accepted accounting principles, including
those policies and procedures that:  -
pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;-
provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors;
and-
provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on our
consolidated financial statements.  Because of its inherent limitations,
internal control over financial reporting cannot provide absolute assurance of
the prevention or detection of misstatements. In addition, projections of any
evaluation of effectiveness to future periods are subject to risk that controls
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.  In connection with the preparation of
this Annual Report on Form 10-KSB for the year ended December 31, 2007,
management, with the participation of our Chief Financial Officer, has evaluated
the effectiveness of our internal controls over financial reporting, pursuant to
Rule 13a-15 under the Exchange Act. Management conducted its evaluation of the
Companys internal control over financial reporting based on the framework in
Internal Control  Integrated Framework,issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).  Based on
that evaluation, our Chief Financial Officer has concluded that the design and
operation of our internal controls and procedures were not effective as of
December 31, 2007.  There were no significant changes in our internal
controls over financial reporting that   occurred
during the fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.  This Annual Report on Form 10-KSB
does not include an attestation report of the Companys independent registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only managements report in this Annual
Report on Form 10-KSB.   Signatures  In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.  FIRST NATIONAL POWER CORPORATION   /s/ Peter
Wanner Peter Wanner, CFO, CEO and PAO Dated: September 16, 2008   In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.   /s/ Peter
Wanner Peter Wanner, CFO, CEO, PAO,
Treasurer, Director Dated: September 16, 2008