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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q/A

(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, 2009



|_| 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes |_|  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|



Indicate the number of outstanding of each of the issuers classes of common stock as of the latest practicable date: 10,884,021 common shares as of August 14, 2009

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

14



Item 1. Legal Proceedings

14



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

14



Item 3. Defaults Upon Senior Securities

14



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

14



Item 5. Other Information

14



Item 6. Exhibits and reports on Form 8-K

14





SIGNATURES

16





Exhibits 31 & 32  CERTIFICATIONS



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Item 1  Financial Statements





1st NRG CORP(a Development Stage Company)BALANCE SHEETS(unaudited)ASSETSJune 30, 2009December 31, 2008Current AssetCash$                -$                    288Prepaid expenses and other assets2,98217,162$            2,982$                17,450LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable$        134,755$              107,705Accrued management compensation1,145,3831,020,383Accrued interest2,6782,678Cash advances12,50012,500Advances from related parties25,37425,320Current portion of long-term loans payable45,3509,200Current portion of loans payable to related party4,2524,252Total current liabilities1,370,2921,182,038Long-Term LiabilitiesLoan payable27,98027,431Total long term liabilities27,98027,431Total liabilities1,398,2721,209,469Stockholders' DeficitPreferred stock - authorized 5,000,000 shares,par value $.001, none issued or outstanding--Common stock - authorized 25,000,000 shares,par value $0.02, 10,884,021 shares issued andoutstanding for June 2009 and December 2008217,680217,680Common stock issuable, 609,286 shares and 579,286 sharesfor June 2009 and December 2008 respectively12,18611,586Stock subscription receivable(5,000,000)(5,000,000)Additional paid-in capital10,478,11010,472,710Accumulated deficit(2,632,475)(2,632,475)Deficit accumulated during the development stage(4,470,791)(4,261,520)(1,395,290)(1,192,019)$            2,982$                17,450See Notes to Financial Statements2






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1st NRG CORP(a Development Stage Company)STATEMENTS OF OPERATIONSFor the Three and Six Months Ended June 30, 2009 and 2008 and for the Period fromOctober 1, 2003 (the effective date of the development stage) through June 30, 2009(unaudited)Three Months Ended
 June 30,Six Months Ended
 June 30,Cumulative During the Development2009200820092008StageRevenue$           -$           -$           -$           -$             -ExpensesManagement compensation62,500125,001125,000250,0023,305,081Consulting fees15,000-30,000220,00030,000General and administrative22,29628,70652,54659,427979,46299,796153,707207,546529,4294,314,543Other Income and ExpenseIncomeInterest earned----4,344Extinguishment of related party debt----205,000----209,344ExpenseInterest expense1,7151831,7255449,825Loss of escrow deposits----355,7671,7151831,725544365,5921,7151831,725544156,248Net loss$ (101,511)$ (153,891)$ (209,271)$ (529,973)$ (4,470,791)Net income (loss) per common share (basic and fully diluted)$      (0.01)$      (0.05)$      (0.02)$      (0.18)Weighted average number of shares outstanding11,493,3072,932,55711,493,3072,880,004




See Notes to Financial Statements3




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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, 2009
|                                                                                    | (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) |                            | (49,927) |                  |           |                      |           |                                                  |                     |                     |                     |               |            
|Net loss                                                                            |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     | (121,966)           |               | (121,966)  
|Balance, December 31, 2004                                                          | -                                         |                             | -         |   | 2,953,028         |           | 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                                                          | -                                         |                             | -         |   | 2,953,028         |           | 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                                                          | -                                         |                             | -         |   | 2,828,028         |           | 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                                        |                                           |                             |           |   | 723,660           |           | 14,472       |        | (723,660)             |             | (14,472)                   |          |                  |           |                      |           |                                                  |                     |                     |                     |              
|Warrants issued for services, July 2008                                             |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          | 271,186          |           |                      |           |                                                  |                     |                     |                     | 271,186      
|Common stock issued for cash, August 2008                                           |                                           |                             |           |   | 333,333           |           | 6,667        |        |                       |             |                            |          | 93,333           |           |                      |           |                                                  |                     |                     |                     | 100,000      
|Common stock issued for cash, September 2008                                        |                                           |                             |           |   | 150,000           |           | 3,000        |        |                       |             |                            |          | 42,000           |           |                      |           |                                                  |                     |                     |                     | 45,000       
|Common stock issued for cash, October 2008                                          |                                           |                             |           |   | 183,333           |           | 3,667        |        |                       |             |                            |          | 51,333           |           |                      |           |                                                  |                     |                     |                     | 55,000       
|Common stock and warrants issued for stock                                          |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |              
|                                                                                    | subscription receivable supported by      |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |               |            
|                                                                                    | restricted cash, October 2008             |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |               |            
|                                                                                    |                                           | - allocated to common stock |           |   |                   |           | 6,499,000    |        | 129,980               |             |                            |          |                  |           | 1,148,859            |           | (1,278,839)                                      |                     |                     |                     |               |             | -    
|                                                                                    |                                           | - allocated to warrants     |           |   |                   |           |              |        |                       |             |                            |          |                  |           | 3,721,161            |           | (3,721,161)                                      |                     |                     |                     |               |             | -    
|Common stock issuable to a Director for services                                    |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |              
|                                                                                    | received, October 2008                    |                             |           |   |                   |           |              |        |                       | 25,000      |                            | 500      |                  | 24,750    |                      |           |                                                  |                     |                     |                     |               | 25,250     
|Common stock issued for cash, November 2008                                         |                                           |                             |           |   | 166,667           |           | 3,333        |        |                       |             |                            |          | 46,667           |           |                      |           |                                                  |                     |                     |                     | 50,000       
|Common stock issuable for services received,                                        |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |              
|                                                                                    | November 2008                             |                             |           |   |                   |           |              |        |                       | 62,500      |                            | 1,250    |                  | 30,000    |                      |           |                                                  |                     |                     |                     |               | 31,250     
|Net loss                                                                            |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     | (1,128,099)         |               | (1,128,099)
|Balance December 31, 2008                                                           | -                                         |                             | -         |   | 10,884,021        |           | 217,680      |        | 579,286               |             | 11,586                     |          | 10,472,710       |           | (5,000,000)          |           | (2,632,475)                                      |                     | (4,261,520)         |                     | (1,192,019)  
|                                                                                    |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |               |             |       |  | 
|Common stock issuable for services received,                                        |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |              
|                                                                                    | January 2009                              |                             |           |   |                   |           |              |        |                       | 30,000      |                            | 600      |                  | 5,400     |                      |           |                                                  |                     |                     |                     |               | 6,000      
|Net loss                                                                            |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     | (209,271)           |               | (209,271)  
|Balance June 30, 2009                                                               | -                                         |                             | $       - |   | 10,884,021        |           | $ 217,680    |        | 609,286               |             | $   12,186                 |          | $ 10,478,110     |           | $    (5,000,000)     |           | $   (2,632,475)                                  |                     | $   (4,470,791)     |                     | $ (1,395,290)
|                                                                                    |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |               |             |       |  | 
|See Notes to Financial Statements                                                  
|                                                                                    |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          |                  |           |                      |           |                                                  |                     |                     |                     |               |             |       |  | 
|                                                                                    |                                           |                             |           |   |                   |           |              |        |                       |             |                            |          | 4                |           |                      |           |                                                  |                     |                     |                     |               |             |       |  | 





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1st NRG CORP(a Development Stage Company)STATEMENTS OF CASH FLOWSFor the Six Months Ended June 30, 2009, and 2008 and for the Period fromOctober 1, 2003 (the effective date of the development stage) through June 30, 2009(unaudited)June 30,Cumulative During the Development20092008StageCash Flows From Operating ActivitiesNet loss$   (209,271)$    (529,973)$      (4,470,791)Adjustments to reconcile net loss to net cashused in operating activitiesCommon stock issuable for:services6,000-62,500future services--10,000Options issuable for mangement compensation--19,698Warrants issued for services-271,186Common stock issued for:management compensation--1,950,000services--27,500Gain on extinguishment of related party debt--(205,000)Loss of deposits held in Escrow--355,767Change in operating assets and liabilitiesPrepaid expenses and other assets14,180-(2,981)Accounts payable and accrued interest27,050228,751168,598Accrued management compensation125,000250,0021,298,883Net cash used in operating activities(37,041)(51,220)(514,640)Cash Flows From Investing ActivityIncrease in deposits in Escrow--(355,767)Net cash used in investing activities--(355,767)Cash Flows From Financing ActivitiesProceeds from contracts payable--12,361Proceeds on loans payable36,69925,68113,509Proceeds (Payments) on loans payable, related party-(1,870)4,041Proceeds from common stock and warrants, net--755,000Proceeds (Payments) from advances from related parties5427,42485,493Net cash provided by financing activities36,75351,235870,404Net change in cash(288)15(3)Cash, beginning of period288-3Cash, end of period$             (0)$             15$                  (0)Supplementary Information - Non-cash Transactions:Common stock issued and issuable for debtand accrued expenses$             -$             -$       1,041,353Common stock issued and issuable for services6,000-62,500Warrants issued for services--271,186Common stock and warrants issued for stock subscriptionssupported by restricted cash--5,000,000$        6,000$             -$       6,375,039See Notes to Financial Statements5








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NOTES TO FINANCIAL STATEMENTS



Note 1.  Organization and Significant Accounting Policies



Organization



1st 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 until the reorganization discussed below.  Effective as of October 1, 2003, the Company discontinued its current operations and re-entered the development stage to examine new opportunities.  The Company is currently pursuing opportunities in the oil and gas industry.





These 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 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-K for the year ended December 31, 2008.  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, 2009.  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.



As described below in Note 2  Restricted Cash and Stock Subscriptions Receivable, the Company has received an investment of $5 million, however the cash is currently being held in an escrow account subject to an "Account Control Agreement".  To date no funds have been released to the Company under the Account Control Agreement.  Management of the Company has undertaken steps to begin to secure the release of the funds from the escrow account.  However there cannot be any assurances given that the Company will be successful in securing the release of funds under the terms of the Account Control Agreement.



Management has taken steps to seek additional financing for the Company with the goal of sustaining the operations of the Company. These steps include seeking additional or alternative commitments to finance acquisitions of the facilities for the liquefaction of coal and taking the steps to controlling and adjusting overhead and expenses to reflect its present reduced level of operations.



On June 1, 2009, the Company received notice that Presidium Energy, LLC was terminating the March 16, 2009, non-binding Letter of Intent to acquire Presidium Energy, LLC.



The Company continues to pursue opportunities known to its CSO to enable it to reach its goal of acquiring oil and gas assets and the release and application of the $5,000,000 it holds in Restricted Cash available under an Account Control Agreement.



There can be no assurance that any of these efforts will be successful or that the Company will be able to continue operations.



6





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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.



Cash



Cash consists of checking and savings accounts held at financial institutions with original maturities of 90 days or less, stated at market value.  The Company did not pay cash for any interest or income taxes during 2009 or 2008.



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, 2009.



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.  For the six months ended June 30, 2009 outstanding options and warrants were anti-dilutive because of the Companys net losses. 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, prepaid expenses, accounts payable, accrued management compensation, accrued interest, cash advances, and loans payable.  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, 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.



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



7





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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 accounts for uncertain income tax positions in accordance with FAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement 109 (FIN48).  Accordingly the Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return.  Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.



Reclassifications



Certain amounts from the June 30, 2008, quarterly financial statements have been reclassified to conform to the current quarter presentation.



Note 2. Restricted Cash and Stock Subscription Receivable



The Company has received $5,000,000 from investors in exchange for 500 units of the Companys securities. Each unit includes 12,998 shares of the Companys stock and warrants to purchase an additional 21,682 shares of the Companys stock (see Note 3). The cash received from investors, representing the full value of the units, is held in a bank account, which is subject to an "Account Control Agreement".



As of June 30, 2009 no amounts have become available under the Account Control Agreement, accordingly no amounts have been released from stock subscriptions receivable and no liability has been accrued for the investor advisor fee as of that date.



Note 3. Stockholders Deficit



In July of 2008, the Company authorized, as part of a service contract, 250,000 stock purchase warrants which allowed the holder to purchase 250,000 shares at incremental exercise prices. In January 2009, by mutual consent, the services contract and warrants were cancelled on agreement by the Company to issue 30,000 common shares at the then agreed trading price of $0.20 per share.  No gain or loss has been recorded for the cancelled warrants.  The value of $6,000 attributed to the shares has been recorded in the Operating Statement under Consulting Fees.

|                                                                           |                    |                                 |                            |                                            
|-------------------------------------------------------------------------- | ------------------ | ------------------------------- | -------------------------- | -------------------------------------------
|A summary of the warrants outstanding at
    June 30, 2009, is as follows: |                    |                                
|                                                                           | Number of warrants | Weighted Average Exercise Price | Remaining Contractual Term | Aggregate Intrinsic Value at March 31, 2009
|Balance at December 31, 2008                                               | 11,606,000         | $                 3.88          | 2.24 years                 | $                   -                      
|Warrants exercised                                                         | (0)                |                                 |                            |                                            
|Warrants cancelled                                                         | (250,000)          |                                 |                            |                                            
|Warrants expired                                                           | (0)                |                                 |                            |                                            
|Balance at March 31, 2009                                                  | 11,356,000         | $                 3.84          | 1.99 years                 | $                   -                      



In May 2007, the Company authorized 25,000 common stock options to the Companys CFO/Secretary as part of his employment contract. These warrants were cancelled by mutual consent during the period ended June 30, 2009.  No gain or loss has been recorded for this transaction.









8





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|                                                                      |                   |                                 |                            |                                            
|--------------------------------------------------------------------- | ----------------- | ------------------------------- | -------------------------- | -------------------------------------------
|A summary of options outstanding at
    June 30, 2009, is as follows: |                   |                                
|                                                                      | Number of options | Weighted Average Exercise Price | Remaining Contractual Term | Aggregate Intrinsic Value at March 31, 2009
|Balance at December 31, 2008                                          | 25,000            | $             20.00             |                            | $                   -                      
|Options exercised                                                     | -0                |                                 |                            |                                            
|Options cancelled                                                     | (25,000)          |                                 |                            |                                            
|Options expired                                                       | -0                |                                 |                            |                                            
|Balance at March 31, 2009                                             | -0                | $                   -           |                            | $                   -                      

The Company has no unvested warrants or stock options.



Note 4.  Recent Accounting Pronouncements



In May 2009, the Financial Accounting Standards Board (FASB) issued SFAS No.165, Subsequent Events (SFAS 165).  SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be used.  SFAS 165 is to be applied to interim and annual financial periods ending after June 15, 2009.  The Company has evaluated subsequent events and any related required disclosures through August 18, 2009, which is the date of the filing of this Quarterly Report on Form 10-Q with the Securities and Exchange Commission.



Note 5. 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 and/or a Company controlled by the Director.  The Director was paid $15,000 for facility costs consisting of rental expense for the six months ended June 30, 2009 which is included General and Administrative Expenses.



Note 6.  Cash Advances and Advances from Related Parties



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



Note 7. Loan Payable and Loan Payable from Related Party



In 2008, 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.



In 2008, the Company received loan proceeds for general corporate use to be repaid by August 1, 2009.  The loan accrues interest at a rate of 10% per year.



In April 2009, the Company received loan proceeds of $36,699 for general corporate use to be repaid by June 15, 2009.  The loan accrues interest at a rate of 10% per annum on all past due principal.  The Company is in the process of negotiating settlement of this loan.



9





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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.

Background:

The Company was formed under the laws of the State of Delaware on January 8, 1988 and was inactive until 1995 when it entered into an agreement to acquire certain mineral properties.  The operation of the mineral properties was unsuccessful and at December 31, 1999 the Company entered into a release agreement whereby all assets previously acquired, including staked placer leases and related production equipment located on the properties, were conveyed back in consideration for the release from all related debts and obligations.  At present the Company holds no interest in any mineral properties.

The Company's principal business activity was the exploration and development of mineral properties until the reorganization approved by the shareholders as of September 24, 2003 (Exhibit 2.2).  Effective October 1, 2003 the Company discontinued its current operations and re-entered the development stage to examine new opportunities.

In 2006 the Company pursued opportunities in Specialty Fuel and embarked on a path to leverage itself into favorable partnerships in the oil and gas space.    Further, to reflect this change of direction, the Company changed its name to 1st NRG Corp.

In 2007 the Company continued pursuing opportunities in Specialty Fuels and in 2008 as a result of information acquired the Company refocused its efforts towards the acquisition of oil and gas assets.



On June 1, 2009, the Company received notice that Presidium Energy, LLC was terminating (see Item 6 (c) Termination of action under non-binding Letter of Intent between the Company and Presidium Energy, LC) the March 16, 2009, non-binding Letter of Intent to acquire Presidium Energy, LLC (see Item 6 (c) Entering into a non-binding Letter of Intent between the Company and Presidium Energy, LC).



The Company continues to pursue opportunities known to its CSO to enable it to reach its goal of acquiring oil and gas assets and the release and application of the $5,000,000 it holds in Restricted Cash available under an Account Control Agreement.





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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 7  Contracts Payable); General and administrative expenses for the three months ended September 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, 2009, the Company had a stockholders' deficit of approximately $1,395,000.



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.

On October 21, 2008, the Company caused effective and consummated the Stock Purchase Agreement under which the Company sold to a group of five (5) accredited institutional investors 500 units, each unit consisting of 12,998 shares of the Companys common stock and warrants exercisable at $1.24 per share to purchase an additional 21,682 shares of the Companys common stock.  The warrants expire thirty (30) months from the closing of the transaction.  Each unit was priced at $10,000 for an aggregate of five million dollars ($5,000,000) invested into the Company.  The shares to be issued under the Stock Purchase Agreement are currently being held in escrow pending release under the terms and condition of the escrow agreement.



(See Financial Statements Note 2-Restricted Cash and Stock Subscription Receivable.)



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, 2008 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, 2008 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



- 11 





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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 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.

2.

The Companys Board of Directors consist of four members of which three 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 2009 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, 2009 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



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separate the primary responsibility of recording from that of oversight and transformation of this information into the financial reporting activity.









- 13 





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PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

The company is not currently involved in any legal proceedings.

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

In July of 2008, the Company authorized, as part of a service contract, 250,000 stock purchase warrants which allowed the holder to purchase 250,000 shares at incremental exercise prices. In January 2009, by mutual consent, the services contract and warrants were cancelled on agreement by the Company to issue 30,000 common shares at the then agreed market price of $0.20 per share.  No gain or loss has been recorded for the cancelled warrants.  The value of $6,000 attributed to the shares has been recorded in the Operating Statement under Consulting Fees.



On October 21, 2008, the Company caused effective and consummated the Stock Purchase Agreement under which the Company sold to a group of five (5) accredited institutional investors 500 units, each unit consisting of 12,998 shares of the Companys common stock and warrants exercisable at $1.24 per share to purchase an additional 21,682 shares of the Companys common stock.  The warrants expire thirty (30) months from the closing of the transaction.  Each unit was priced at $10,000 for an aggregate of five million dollars ($5,000,000) invested into the Company.  The shares to be issued under the Stock Purchase Agreement are currently being held in escrow pending release under the terms and condition of the escrow agreement.





A summary of vested options and warrants outstanding at June 30, 2009 is as follows:

|                                                             |                  |                                 |                           |          |         |          | 
|------------------------------------------------------------ | ---------------- | ------------------------------- | ------------------------- | -------- | ------- | -------- | 
|                                                             | Number of shares | Weighted Average Exercise Price | Aggregate Intrinsic Value
|                                                             | Options          | Warrants                        | Options                   | Warrants | Options | Warrants
|Balance at December 31, 2008                                 | 25,000           | 11,606,000                      | $20.00                    | $3.88    | $0      | $0      
|Options/Warrants exercised                                   | (0)              | (0)                             |                           |          |         |         
|Options/Warrants canceled                                    | (25,000)         | (250,000)                       |                           |          |         |         
|Options/Warrants expired                                     | (0)              | (0)                             |                           |          |         |         
|                                                             |                  |                                 |                           |          |         |         
|Options/Warrants outstanding and exercisable at June 30,2009 | (0)              | 11,356,000                      | $0                        | $3.84    | $0      | $0      
|                                                             |                  |                                 |                           |          |         |         



The Company has no unvested stock options or warrants.

Item 3.  Defaults Upon Senior Securities

The Company is not currently in default upon any securities.

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

None

Item 5.  Other Information

None

Item 6.  Exhibits

(a)

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

None

(b)   Reports on Form 8-K:

None



- 14 





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(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.

Part I Item 2. Background: Termination of action under non-binding Letter of Intent between 1st NRG, Corp. and Presidium Energy, LC dated March 16th, 2009, Incorporated by reference to Companys  Form 8-K Accession Number 0001137171-09-00418 filed 2009-06-03.



Part I Item 2. Background: Entering into a non-binding Letter of Intent between 1st NRG, Corp. and Presidium Energy, LC dated March 16th, 2009, Incorporated by reference to Companys Form 8-K Accession Number 0001137171-09-000196 filed 2009-03-23.





31 & 32  Certification



- 15 





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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 18, 2009

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

CSO and

Principal Executive Officer





/s/ E. D.  Renyk

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

Dated: August 18, 2009

By: E. D. Renyk

Principal Accounting Officer



- 16 





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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

I, Dr. J. Greig, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of 1st NRG, Corp.;

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 18, 2009







---





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

I, E. D. Renyk, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of 1st NRG, Corp.;

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



E. D. Renyk, Chief Accounting Officer

August 18, 2009







---





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 30,2009 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 E. D. 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

E. D. Renyk, Chief Accounting Officer

August 18, 2009

August 18, 2009