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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB



(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, 2007





|_| 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 business issuer as specified in its charter)



Delaware

22-3386947

(State or other jurisdiction of

(IRS Employer

Incorporation or organization)

Identification No.)



1941 Lake Whatcom Blvd #212

Bellingham, WA  98229

(address of principal executive offices)

360-384-4390

(issuer's telephone number)

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

(former name)



(former address)

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

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



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



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 |_|  No |X|



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  59,560,560 shares of Common Stock, $.001 par value, were outstanding, as of August 10, 2007.



Transitional Small Business Disclosure Format (check one):

Yes |_|  No |X|



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Form 10-QSB



INDEX



Page

Number





PART I. FINANCIAL INFORMATION

2



Item 1. Financial Statements

2



Balance Sheet

2



Statements of Operations

3



Statements of Stockholders Equity

4



Statements of Cash Flows

5



Notes to Financial Statements

6



Item 2. Plan of Operation

9





Item 3. Controls and Procedures

11





PART II OTHER INFORMATION

11



Item 1. Legal Proceedings

11



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

11



Item 3. Defaults upon Senior Securities

11



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

11



Item 5. Other Information

11



Item 6. Exhibits and reports on Form 8-K

11





SIGNATURES

13





Exhibits 31 & 32  CERTIFICATIONS







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PART 1. FINANCIAL INFORMATION



Item 1.  Financial Statements



|                                      |                                                                |                                   |                           |                     
|------------------------------------- | -------------------------------------------------------------- | --------------------------------- | ------------------------- | --------------------
|1st NRG CORP                         
|(A Development Stage Company)        
|BALANCE SHEET                        
|June 30, 2007                        
|(Unaudited)                          
|                                      |                                                                |                                   |                           |                     
|ASSETS                               
|Current Assets                        |                                                               
|                                      | Cash                                                           |                                   |                           | $              7,826
|                                      | Cash held in escrow accounts                                   | 351,500                          
|                                      | Prepaid expenses                                               |                                   | 28,051                   
|                                      |                                                                | Total current assets              | $          387,377       
|LIABILITIES AND STOCKHOLDERS' DEFICIT
|Current Liabilities                   |                                                               
|                                      | Accounts payable                                               |                                   | $            18,909      
|                                      | Accrued management compensation                                | 312,045                          
|                                      | Accrued interest                                               |                                   | 2,678                    
|                                      | Loans payable                                                  |                                   | 12,500                   
|                                      | Loans payable, related parties                                 | 6,832                            
|                                      |                                                                |                                   | Total current liabilities | 352,964             
|Stockholders' Equity                  |                                                               
|                                      | Preferred stock - authorized 5,000,000 shares, par value $.001 |                                  
|                                      |                                                                | none issued or outstanding        | -                        
|                                      | Common stock - authorized 500,000,000 shares, par value $.001 
|                                      |                                                                | 59,560,560 issued and outstanding | 59,561                   
|                                      | Common stock issuable; 24,121,414 shares                       | 24,122                           
|                                      | Additional paid-in capital                                     | 5,735,909                        
|                                      | Stock subscriptions                                            | (720,000)                        
|                                      | Accumulated deficit                                            | (2,632,475)                      
|                                      | Deficit accumulated during the development stage               | (2,432,704)                      
|                                      |                                                                |                                   |                           | 34,413              
|                                      |                                                                |                                   |                           | $          387,377  



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, 2007 and 2006, and for the           
|Period
    from October 1, 2003 (the effective date of the development stage) through
|June
    30, 2007                                                                    
|(Unaudited)                                                                          
|                                                                                      |                                      |                       |              |                       |                    |            |                          |                                        
|                                                                                      |                                      | Three Months          | Three Months |                       | Six Months         | Six Months |                          | Cumulative During the Development Stage
|                                                                                      |                                      | Ended                 | Ended        |                       | Ended              | Ended      |                          |                                        
|                                                                                      |                                      | 30-Jun-07             | 30-Jun-06    |                       | 30-Jun-07          | 30-Jun-06  |                          |                                        
|Revenues                                                                              | $                -                   | $                   - |              | $                   - | $                - |            | $                      -
|Expenses                                                                              |                                      |                       |              |                       |                    |            |                         
|                                                                                      | Management compensation              | 102,295               | 29,250       |                       | 128,545            | 58,500     |                          | 2,452,045                              
|                                                                                      | General and administrative           | 56,462                | 17,105       |                       | 59,731             | 18,929     |                          | 182,264                                
|                                                                                      | Interest                             | 8                     | (204)        |                       | 16                 | 433        |                          | 3,395                                  
|                                                                                      |                                      | 158,765               | 46,151       |                       | 188,292            | 77,862     |                          | 2,637,704                              
|Other income                                                                          |                                      |                       |              |                       |                    |            |                         
|                                                                                      | Extinquishment of related party debt | 205,000               |              |                       | 205,000            |            |                          | 205,000                                
|Net income (loss)                                                                     | $    46,235                          | $       (46,151)      |              | $        16,708       | $  (77,862)        |            | $  (2,432,704)          
|Income per Common Share (basic and                                                    |                                      |                       |              |                       |                    |            |                         
|                                                                                      | fully diluted)                       | $0.00                 | ($0.00)      |                       | $0.00              | ($0.00)    |                          |                                        
|                                                                                      |                                      |                       |              |                       |                    |            |                          |                                        
|Weighted average number of common                                                     |                                      |                       |              |                       |                    |            |                         
|                                                                                      | shares outstanding                   | 81,013,217            | 68,610,560   |                       | 75,236,837         | 68,610,560 |                          |                                        







See Notes to Financial Statements

3

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1st NRG CORP(A Development Stage Company)STATEMENTS OF STOCKHOLDERS' EQUITYFor the Six Months Ended June 30, 2007 and for thePeriod from October 1, 2003 (the effective date of the development stage) throughJune 30, 2007(Unaudited)DeficitAccumulatedCommon StockAdditionalDuring thePreferred StockCommon StockIssuablePaid-inStockAccumulatedDevelopmentSharesAmountSharesAmountSharesAmountCapitalSubscriptionsDeficitStageTotalBalance, October 1, 2003-$ -6,133,500$ 6,134-$ -$ 1,582,105$ -$ (2,632,475)$ -(1,044,236)Common stock issuable formanagement compensation,October 23, 200339,000,00039,0001,911,0001,950,000Common stock issuable for-debt and accrued expenses,-October 23, 200320,477,06020,4771,003,3761,023,853Net loss for period(1,986,287)(1,986,287)Balance, December 31, 2003--6,133,5006,13459,477,06059,4774,496,481-(2,632,475)(1,986,287)(56,670)Stock subscription issued for services3,000,0003,000717,000(720,000)-Issuance of common stock issuable49,927,06049,927(49,927,060)(49,927)-Net loss for period(121,966)(121,966)Balance, December 31, 2004--59,060,56059,0619,550,0009,5505,213,481(720,000)(2,632,475)(2,108,253)(178,636)Net loss for period(164,683)(164,683)Balance December 31, 2005--59,060,56059,0619,550,0009,5505,213,481(720,000)(2,632,475)(2,272,936)(343,319)Common stock issuable for prepaidexpenses on services to beprovided in 2007285,7142869,71410,000Issuance of common stock forservices, November 2006500,00050027,00027,500Net loss for period(176,476)(176,476)Balance December 31, 2006--59,560,56059,5619,835,7149,8365,250,195(720,000)(2,632,475)(2,449,412)(482,295)Common stock issuable for cashincluding warrants for zero value14,285,70014,286485,714500,000Net income16,70816,708Balance, June30,  2007-$ -59,560,560$ 59,56124,121,414$ 24,122$ 5,735,909$ (720,000)$ (2,632,475)$ (2,432,704)$ 34,413




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, 2007 and 2006, and for the                    
|Period from October 1, 2003 (the effective date of the development stage) through
|June 30, 2007                                                                    
|(Unaudited)                                                                      
|                                                                                  |                                                        |                                           |                                |                    |                                |                  |                                        
|                                                                                  |                                                        |                                           | Six Months Ended June 30, 2007 |                    | Six Months Ended June 30, 2006 |                  | Cumulative During the Development Stage
|Cash Flows from Operating Activities                                              |                                                        |                                           |                                |                    |                               
|                                                                                  | Net income (loss) for period                           | $16,708                                   |                                | ($77,862)          |                                | ($2,432,704)    
|                                                                                  | Adjustments to reconcile net income (loss) to net cash |                                           |                                |                    |                                |                 
|                                                                                  | used in operating activities                           |                                           |                                |                    |                                |                 
|                                                                                  |                                                        | Common stock issuable for:                |                                |                    |                                |                  |                                        
|                                                                                  |                                                        | management compensation                   |                                |                    |                                |                  | 1,950,000                              
|                                                                                  |                                                        | future services                           |                                |                    |                                |                  | 10,000                                 
|                                                                                  |                                                        | Common stock issued for:                  |                                |                    |                                |                  |                                        
|                                                                                  |                                                        | services                                  |                                |                    |                                |                  | 27,500                                 
|                                                                                  | Gain on extinguishment of related party debt           | (205,000)                                 |                                |                    |                                | (205,000)       
|                                                                                  | Changes in operating assets and liabilities            |                                           |                                |                    |                                |                 
|                                                                                  |                                                        | Prepaid expenses                          | (18,051)                       |                    |                                |                  | (28,051)                               
|                                                                                  |                                                        | Accounts payable and accrued expenses     | (12,703)                       |                    | (4,194)                        |                  | 52,542                                 
|                                                                                  |                                                        | Accrued management compensation           | 128,545                        |                    | 58,500                         |                  | 465,545                                
|                                                                                  |                                                        | Net cash used in operating activities     | (90,501)                       |                    | (23,556)                       |                  | (160,168)                              
|Cash Flows from Investing Activities                                              |                                                        |                                           |                                |                    |                               
|                                                                                  | Increase in deposits held in Escrow                    | (351,500)                                 |                                |                    |                                | (351,500)       
|                                                                                  |                                                        | Net cash used in investing activities     | (351,500)                      |                    | -                              |                  | (351,500)                              
|Cash Flows from Financing Activities                                              |                                                        |                                           |                                |                    |                               
|                                                                                  | Proceeds from loans payable, related parties           | -                                         |                                | 23,617             |                                | 117,234         
|                                                                                  | Proceeds from contracts payable                        |                                           |                                |                    |                                | 12,361          
|                                                                                  | Proceeds from common stock                             | 500,000                                   |                                |                    |                                | 500,000         
|                                                                                  | Payments on loans payable                              |                                           |                                |                    |                                | (59,821)        
|                                                                                  | Payments on loans payable, related parties             | (50,283)                                  |                                |                    |                                | (50,283)        
|                                                                                  |                                                        | Net cash provided by financing activities | 449,717                        |                    | 23,617                         |                  | 519,491                                
|                                                                                  |                                                        | Net change in cash                        | 7,716                          |                    | 61                             |                  | 7,823                                  
|Cash, beginning of period                                                         | 110                                                    |                                           | 49                             |                    | 3                             
|Cash, end of period                                                               | $          7,826                                       |                                           | $             110              |                    | $            7,826            
|                                                                                  |                                                        |                                           |                                |                    |                                |                  |                                        
|Supplementary information - Non-cash Transactions:                                |                                                        |                                           |                                |                    |                               
|                                                                                  | Common stock issuable for debt and accrued expenses    | $                -                        |                                | $                - |                                | $     1,041,353 
|                                                                                  | Stock subscriptions issued for services to be provided | $                -                        |                                | $                - |                                | $        720,000





See Notes to Financial Statements

5

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NOTES TO FINANCIAL STATEMENTS







Note 1.  Organization and Significant Accounting Policies



Organization



1st NRG Corp (the "Company") (formerly Naptau Gold Corporation) 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 until it reorganized.  Effective as of October 1, 2003, the Company discontinued its operations related to mineral properties and re-entered the development stage to examine new opportunities.  In 2006, the Company began to explore and consider opportunities in Specialty Fuel Distribution by entering partnerships with major refineries.  The Company is currently working on a plan to acquire underutilized crude oil refining assets to begin implementation of their operational strategy.



Accordingly, this interim period financial statements have been prepared treating the Company as a development stage company, effective as of October 1, 2003.





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 disclosure 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, 2006.  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, 2007.  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 interim period financial statements do not include any adjustments that might result from the outcome of this uncertainty.



In November 2006, Management of the Company, as part of a plan of sustaining Company operations for the next twelve months and beyond signed a Private Placement Letter of Intent with a Placement Agent to undertake the Private Placement on a best efforts basis for the account of the Company for an aggregate of Five Hundred Million Dollars ($500,000,000) in



6



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combined equity and debt to acquire the underutilized crude refining assets as referred to above in Organization.  Pursuant to this plan, the Company has raised $500,000 as described in Note 2.



The Company has placed $351,500 of these proceeds in escrow accounts under the influence of escrow agents in connection with in-process transactions related to the acquisitions referred to above.



There can be no assurance that any of these efforts will be successful and that the Company will reach its stated goals.



Earnings per Share



Basic earnings or loss per share is computed by dividing the net income or 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 10,500,000 potentially dilutive securities held as of June 30, 2007 and none as of June 30, 2006. For the three and six months ended June 30, 2007 outstanding options and warrants were anti-dilutive because the effect of including potentially dilutive securities would not change the basic loss per share or the earnings per share for any periods presented.  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.



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 the 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, which is consistent with the Companys valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148, Accounting for Stock Based Compensation Transition and Disclosure.





Recent Accounting Pronouncements



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (SFAS No. 159).  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.  The standard is effective for years beginning after November 15, 2007.  We are currently assessing the impact, if any, of adopting SFAS No. 159 on our consolidated financial position, results of operations and cash flows.





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Note 2. Equity Transactions



In April 2007, the Company reached agreement to issue 14,285,700 shares of common stock for aggregate proceeds of $500,000.  The common stock issuable at June 30, 2007 will include 10,000,000 stock purchase warrants which allow the holder to purchase 10,000,000 additional shares at $3.00 per share, expiring 30 months from April 2007.  As of the date of this report, these shares and warrants have not yet been issued.



The proceeds from the equity securities were allocatable to the common stock and the related warrants.  Using the Black-Scholes valuation model, the warrants are considered to have no financial value, accordingly, no proceeds were allocated to the warrants.  The Black-Scholes assumptions used were as follows: dividend yield $0, expected volatility of 162%, risk-free interest rate of 5.25%, and stated lives of 2.5 years.

A summary of warrants for the six months ended June 30, 2007, is as follows:

|                             |                    |                                 |                            |                          
|---------------------------- | ------------------ | ------------------------------- | -------------------------- | -------------------------
|                             | Number of warrants | Weighted Average Exercise Price | Remaining Contractual Term | Aggregate Intrinsic Value
|Balance at December 31, 2006 | 0                  |                                 |                            | $0.00                    
|Warrants granted             | 10,000,000         | $3.00                           | 3 years                    | $0.00                    
|Warrants exercised           | (0)                |                                 |                            |                          
|Warrants cancelled           | (0)                |                                 |                            |                          
|Warrants expired             | (0)                |                                 |                            |                          
|Balance at June 30, 2007     | 10,000,000         | $3.00                           | 2.83 years                 | $0.00                    





In May 2007, the Company authorized 500,000 common stock options to the Companys CFO/Secretary as part of his employment contract.  The options are exercisable at $1.00 per share and are exercisable for 3 years beginning in May 2007.   The options were valued at $0.00 using the Black-Scholes option pricing model as estimated on the date of grant with the following assumptions: dividend yield $0, expected volatility of 162%, risk-free interest rate of 5.25%, and stated lives of 3 years.  Accordingly no compensation expense has been recorded for this transaction.

A summary of options for the six months ended June 30, 2007 is as follows:

|                             |                   |                                 |                            |                          
|---------------------------- | ----------------- | ------------------------------- | -------------------------- | -------------------------
|                             | Number of options | Weighted Average Exercise Price | Remaining Contractual Term | Aggregate Intrinsic Value
|Balance at December 31, 2006 | 0                 |                                 |                            | $0.00                    
|Options granted              | 500,000           | $1.00                           | 2.5 years                  | $0.00                    
|Options exercised            | (0)               |                                 |                            |                          
|Options cancelled            | (0)               |                                 |                            |                          
|Options expired              | (0)               |                                 |                            |                          
|Balance at June 30, 2007     | 500,000           | $1.00                           | 2.33 years                 | $0.00                    



8



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The Company has no unvested warrants or stock options.

Note 3. Related Party Transactions



In May 2007, as part of a renegotiated contract with the Companys CFO/Chairman to take on the  added  responsibilities  of the position of Chief Strategic Officer, the Executive agreed to relinquish any right to past accrued salary debt owing to him in the amount of $205,000.  Because the renegotiated contract did not include any consideration paid or to be paid to the Executive for prior service, the Company considers the liability to have been extinguished and has recorded a gain for that amount.



The Company's offices are currently provided on a rent-free basis by a Director of the Company. Due to limited Company operations, any facilities expenses are not material and have not been recognized in these interim period financial statements.



9



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Item 2. Plan of Operation

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.

With the completion of the re-organization in 1994 the Company expanded its areas of interest in addition to the historical mineral exploration activities carried on in the past.  The Company is presently developing a business plan and model based on an identified niche related to Specialty Fuel Production.  It will attack this market by developing partnerships with major players, identifying acquisition targets, and utilize its established financial associations to fund the model.  As the model develops the Companys Chief Strategic Officer has identified quality qualified personnel, with whom he is in current negotiation, to help bring the model to life and guide it through the 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 quarter show a material increase over 2006 due to the effect of the recovery of accrued salary in the amount of $205,000 relinquished back to the Company on revision of the Chief Strategic Officers Employment Contract (see 10.21.1.1  Employment Agreement of Dr. J. Greig).  General and administrative expenses reflect an increase over 2006 of approximately $39,000 for professional fees related to the presentation package to elicit the major financing Letter of Intent (see Item 6 (a) Exhibits 10.23, Chadbourn Securities Private Placement Letter of Intent.

At June 30, 2007 the Company had a stockholders' equity of $34,413.

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.  Additionally the Company has undertaken further steps as part of the plans outlined above under Plan of Operation with the goal of sustaining Company operations for the next twelve months and beyond.  These steps include:  (a) in November the signing of a Private Placement Letter of Intent with a Placement Agent to undertake the Private Placement on a best efforts basis for the account of the Company an aggregate of Five Hundred Million Dollars ($500,000,000) in



10



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combined equity and debt (see Item 6 (a) Exhibits 10.23, Chadbourn Securities Private Placement Letter of Intent) , (b) with the raising of $500,000 private placement funding, (see Item 6(a) Exhibits 10.22,  Common Stock Unit Purchase Agreement), and (c) in April and May, 2007 updating and concluding management contracts with its CSO and Secretary (see Item 6(a) Exhibits 10.14.1 Employment Agreement of Edward D. Renyk).  There can be no assurance that any of these efforts will be successful.

Substantial Indebtedness to Related Parties: The Company owed an aggregate of $318,877, including accrued management compensation and loans payable, primarily to Officers, Directors and related parties.  The Company reduced the total indebtedness by $154,298 during the quarter by payment of cash and relinquishing of accrued salary owing to Dr. Greig back to the Company on the revision and extension of his employment contract (see  10.21.1.1  Employment Agreement of Dr. J. Greig).  There can be no assurance that the Company will be able to satisfy its obligations to the Related Parties.

Item 3. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Companys Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to section 240.13a-15(b) of the Exchange Act of 1934, which are designed to ensure that 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, particularly during the period in which this report was prepared.  Based upon that evaluation, the Companys Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic filings with the U.S. Securities and Exchange Commission.

However, due to the limited funding available to staff administrative and clerical positions, the Company continues to rely on its principal financial officer and secretary to perform substantially all of the basic accounting functions.  It is not possible to adequately segregate the accounting responsibilities so that the person receiving and recording accounting entries is not the same person that is reconciling and reviewing the accounts and therefore extra diligence must be exercised during the period these tasks are combined and this weakness exists.   Because the volume of accounting transactions at this time is very low, the extra burden on the other members of the Company to carry out this extra diligence is minimal and manageable.

It is also recognized, for similar reason, the Company has not designated an audit committee and should address this concern at the earliest possible opportunity.

The Company is committed in its efforts to stabilize its financing to allow for adequate staffing of the accounting department and the addition of an audit committee once operations commence.



(b)

Changes in Internal Controls.

There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation.









11



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PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

None

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

In April of 2007 the Company placed 50 units under its Common Stock Unit Purchase Agreement (see Item 6(a) Exhibits 10.22,  Common Stock Unit Purchase Agreement) realizing $500,000, or $0.035 per share. The Companys management considers the offering to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration transactions by an issuer not involving any public offering.



A summary of vested options and warrants for the six months ended June 30, 2007 is as follows:

|                                                              |                  |            |                                 |                            |                          
|------------------------------------------------------------- | ---------------- | ---------- | ------------------------------- | -------------------------- | -------------------------
|                                                              | Options          | Warrants   | Weighted Average Exercise Price | Remaining Contractual Term | Aggregate Intrinsic Value
|Number of shares                                              | Number of shares
|Balance at December 31, 2006                                  | 0                | 0          |                                 |                            |                          
|Options granted pursuant to an employment contract            | 500,000          |            | $1.00                           | 2.83 years                 | $                   -    
|Warrants issued pursuant to a Private Placement Agreement     |                  | 10,000,000 | 3.00                            | 2.33 years                 | $                   -    
|                                                              |                  |            |                                 |                            |                          
|Options/Warrants exercised                                    | (0)              | (0)        |                                 |                            |                          
|Options/Warrants cancelled                                    | (0)              | (0)        |                                 |                            |                          
|Options/Warrants expired                                      | (0)              | (0)        |                                 |                            |                          
|                                                              |                  |            |                                 |                            |                          
|Options/Warrants outstanding and exercisable at June 30, 2007 | 500,000          | 10,000,000 |                                 |                            |                          
|                                                              |                  |            |                                 |                            |                          



The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all in-the-money options (i.e. the difference between the Companys closing price on the last trading day of the period and the exercise price, multiplied by the number of shares) that would have been received by the option/warrant holders had all option/warrant holders exercised their options/warrants on June 30, 2007.  This value changes based on the fair market value of the Companys stock.



The Company has no unvested stock options or warrants.



Item 3.  Defaults upon Senior Securities

None

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

None during this reporting period.

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.





10.14.1*

 Employment Agreement of Edward D. Renyk



12



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10.21.1.1  Employment Agreement of Dr. J. Greig (9)

10.22

 Common Stock Unit Purchase Agreement (8)

10-23

 Private Placement Letter of Intent  Chadbourn Securities (8)



* Attached



(b)   Reports on Form 8-K



On April 23, 2007 the Company filed a Form 8k to disclose that under:

1)

Section 3  Securities and Trading Markets Item 3.01 the Company had given notice of Failure to Satisfy a Continued Listing Rule or Standard in that it was unable to complete its Annual Report on form 10-KSB for the year ended December 31, 2006 within the prescribed time due.  This deficiency was subsequently resolved.

2)

Section 5  Corporate Governance of Registrant the Company Item 5.02 (a)(2) announced that a Director, Ludwig Stromeyer was removed from the Board by mutual agreement.

3)

Section 5  Corporate Governance of Registrant the Company Item 5.02(e) the Company signed and filed a modified Employment Contract with Dr. J. Greig effective April 20, 2007 and running until April 20, 2012.

4)

Item 5.03  Amendments to Articles of Incorporation the Company had filed, effective January 22, 2007, an amendment to its certificate of incorporation in the state of Delaware to effect the change in name from Naptau Gold Corporation to 1st NRG Corp.





31 & 32  Certification



(8)

Incorporated by reference to Companys 10K-SB filed May 18, 2007 Accession Number 0001137171-07-000745

(9)

Incorporated by reference to Companys Form 8-K filed April 30, 2007 Accession Number 0001137171-07-000608





13



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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 16, 2007

By: Dr. J. Greig, Ph.D.

CSO and

Principal Executive Officer





/s/ Edward D. Renyk

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

Dated: August 16, 2007

By: Edward D. Renyk, CA

Secretary and

Principal Accounting Officer



14



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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-QSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dr. J. Greig, Chief Executive 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 Executive Officer

August 16, 2007







---





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-QSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Edward Renyk, Chief Financial 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 Financial Officer

August 16, 2007







---





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-QSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Dr. J. Greig, Chief Executive Officer of the Company, and Edward Renyk, Chief Financial 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 Executive Officer

Edward Renyk, Chief Financial Officer

August 16, 2007

August 16, 2007







---





EXHIBIT 10.14.1

EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT dated as of May 4, 2007 (the Agreement), is by and between 1st NRG Corporation, a Delaware corporation (the Company), and Edward Renyk (the Executive).



Executive is not currently employed by Company under contract. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1.

Employment.  The Company shall employ the Executive, and the Executive accepts employment with the Company upon the terms and conditions set forth in this Agreement.



2.

Position and Duties.



(a)

The Executive shall serve as Secretary of the Company for 1 year and Vice Secretary for 1 year, and shall have the usual and customary duties, responsibilities and authority of a Corporate Secretary, subject to the power of the Board of Directors of the Company (the Directors) to expand or limit such duties, responsibilities and authority, except as otherwise outlined herein.



(b)

The foregoing restrictions shall not limit or prohibit the Executive from engaging in investment, business ventures and community, charitable and social activities not interfering with the Executives performance and obligations hereunder.  Unless otherwise agreed to in writing between the Company and the Executive, the Executive may engage in other active business endeavors, ventures and investments, including those that may compete with the Company provided that the Executive inform the company of any such instance where possible competition could exist. In the case of competition, Executive shall recuse himself from voting or negotiating on behalf of either endeavor and shall inform the company about the conflict.



(c)

As Corporate Secretary, the Executive shall work with the Board of Directors, CEO, CFO, auditors and other executive officers to provide quarterly and annual strategic reports to the state and SEC. Keep corporate records. Maintain corporate board minutes. Draft and deliver for signatures Corporate Resolutions and Actions. During Year 1, Executive shall train the Vice Secretary to take over the position of Corporate Secretary. During Year 2, Executive shall assist the new Secretary in his new role.



3.

Base Salary and Benefits.



(a)

The Executives base salary shall be not less than US$150,000 per annum or such higher rate as this contract may designate from time to time (the Base Salary), which Base Salary shall be payable in regular installments in accordance with the Companys general payroll practices and subject to withholding and other payroll taxes. Such base salary shall increase incrementally at the same rate as the Consumer Price Index (CPI) of the previous year.



(b)

In addition, the Executive shall be eligible to receive annual incentive payments, in the form of either cash or stock or both as outlined in Appendix A attached hereto, based on the achievement of short-term and long-term growth and profitability goals, which goals shall be agreed upon annually by the Executive and by the Directors.  The goals shall be established not later than the last day of the Companys fiscal year with respect to the immediately succeeding fiscal year.  Further, the Executive shall be eligible to receive additional bonuses at the discretion of the Directors. Permanent bonuses shall be elaborated in Appendix A to this agreement.



(c)

The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Companys policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Companys requirements with respect to reporting and documentation of such expenses.



(d)

In addition, the Executive shall be entitled to (i) participate in all Company stock incentive, savings and retirement programs; (ii) participate in all welfare benefit programs provided by the Company, including but not limited to, provision for or reimbursement of, health insurance for himself and all dependants, life insurance, short- and long-term disability coverage, and retirement programs; (iii) fringe benefits and perquisites available generally to other executives of the Company, specifically the leasing of a vehicle equivalent to his status; (iv) paid vacation of a duration applicable generally to other executives of the Company, but not less than 4 weeks paid vacation annually; and (v) suitable office space, furnishings and secretarial assistance; and (vi) travel and accommodations in a first class manner and at hotels of at least 4 stars or better, if the company provides fractional air ownership or private air service, Executive shall have the rights to participate in such program.



(e)

The Company shall hold harmless, fully indemnify and defend Executive, to the fullest extent from and against any and all liabilities of any nature or kind arising out of the performance of Executives duties as an agent, trustee, employee or in any other capacity in which Executive is associated with the Company.  All expenses incurred by Executive in defending any action, suit or proceeding subject to this Section 3(e) shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking by the Executive to repay such amount if it shall be ultimately determined that the Executive is not entitled to be reimbursed by the Company under applicable law.



4.

Employment Period.



(a)

The Employment Period shall begin on April 20, 2007 and end on April 20, 2009; provided, however, that (i) the Employment Period shall terminate prior to such date upon the Executives resignation, death or Disability (as defined below); or (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause (as defined below).



(i)

Disability means any long-term disability or incapacity which renders the Executive unable to substantially perform his duties hereunder for 120 days during any 12-month period or would reasonably be expected to render the Executive unable to substantially perform his duties for 120 days during any 12-month period, in each case as determined by the Directors in their good faith judgment.



(ii)

Cause means (i) the repeated failure by the Executive to observe material Company policies, (ii) gross negligence or willful misconduct by the Executive in the performance of his duties, (iii) the finding of any lawful court of the United States of the commission by the Executive of any act of fraud, theft or financial dishonesty with respect to the Company.

(iii)

Resignation means the premature termination by Executive of his position ad this contract. Such Resignation will require a 6 month written notice to the Board of Directors stating the reason for such resignation.



If the Employment Period is terminated by the Company for Cause, or by reason of the Executives resignation, or death, the Executive shall be entitled to receive his Base Salary and any incentives or bonuses earned pursuant to Section 3(b) of this Agreement only to the extent such amount has accrued through the date of termination. If the Employment Period is terminated by the company due to Disability, employee shall receive his normal base salary during the disability period and shall retain his medical and other insurance benefits during such period until such time as the employee is capable of resuming his position. During such period, employee will be paid any bonus owed or earned according to this agreement.



5.

Disclosure of Information.  The Executive shall not, at any time during the term of Executives employment at the Company or thereafter, disclose to any person, firm, corporation or other business entity, except as required by law, any non-public information (including, without limitation, non-public information obtained prior to the date hereof) concerning the business, clients or affairs of the Company or any subsidiary of the Company for any reason or purpose whatsoever without first obtaining such necessary non-disclosure notifications from the party which information is being disclosed to, nor shall the Executive make use of any of such non-public information for his own purpose or for the benefit of any person, firm, corporation or other business entity except the Company.  Upon the termination of the term of Executives employment at the Company, the Executive shall return to the Company all property of the Company and any subsidiary of the Company then in the possession of the Executive and all books, records, computer tapes, discs, or other electronic media and all other material containing non-public information concerning the business, clients or affairs of the Company or any subsidiary of the Company unless such data was created by Employee for the benefit of Company. Exceptions to this are in any outside engagement where disclosure of conflicts to the Company and to the outside engagement of any conflict does or could potentially exist. Such disclosure shall always carry a disclaimer that the data is confidential and proprietary non-public information.

6.

Inventions and Patents.  The Executive agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relates to the Companys actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the Work Product), belong, in instances where such concept, device or technique was developed internally at the Company, to the Company and Executive shall be paid an ongoing royalty of not less than 2% of the revenues generated through such device or patent regardless of when the patent is employed.  In cases where such device, concept or technique was developed externally from Company, ownership will belong to the Executive. The Executive will in all cases promptly disclose such Work Product to the Directors and perform such actions reasonably requested by the Directors (whether during or after the Employment Period) to negotiate a purchase by the Company of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Should Company reject such ability to purchase or should negotiations fail to produce a mutually agreed contract, any and all such Work Product will be deemed as owned by Employee.

7.

Insurance.  The Company may, for its own benefit, maintain keyman life and disability insurance policies covering the Executive.  The Executive will cooperate with the Company and provide such information or other assistance as the Company may reasonably request in connection with the Company obtaining and maintaining such policies. The Company shall at all times carry a life insurance policy with the dependants of Employee as beneficiary of not less than $2 million USD worth of coverage to cover such Employee while employed with Company.

8.

Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing.  Any notice, request, demand, claim or other communication hereunder shall be delivered personally to the recipient, delivered by United States Post Office mail, telecopied to the intended recipient at the telecopy number set forth therefore below (with hard copy to follow), or sent to the recipient by reputable express courier service (charges prepaid) and addressed to the intended recipient as set forth below:



If to the Company, to:

1st NRG CORPORATION

1941 Lk Whatcom Blvd, #212

Bellingham, WA

98229



If to the Executive, to:

Edward Renyk

On original

Richmond, BC

On original



or such other address as the recipient party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.  Any such communication shall deemed to have been delivered and received (a) when delivered, if personally delivered, sent by telecopier or sent by overnight courier, and (b) on the fifth business day following the date posted, if sent by mail.

9.

General Provisions.

(a)

Severability.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.  Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.



(b)

Successors and Assigns.  Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Executive and the Company and their respective successors, assigns, heirs, representatives and estate.

(c)

Governing Law.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION), THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTIONS CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(d)

Amendmentand Waiver.  The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(e)

Headings.  The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of thisAgreement.

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument





IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

1st NRG CORPORATION





By:

Original Signed

Date_May 11, 2007_____

Name: Dr. J. Greig

Title: Chairman



EXECUTIVE:





Original Signed

Date:May 7,2007_

Edward Renyk







---







Appendix A



Employee Value Added Bonus Plan



Options: Employee shall be granted options to purchase 500,000 shares of common stock at a price of $1 per share. Such Option shall be exercisable for 3 years from the date of signing of this agreement.