UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q



(Mark One)



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

For the quarterly period ended:March 31, 2009.

or

 ̈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: 333-62588



FIRST NATIONAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)





|                                  |                    
|--------------------------------- | -------------------
|Nevada                            | 66-0349372         
|(State or other jurisdiction      | (I.R.S. Employer   
|of incorporation or organization) | Identification No.)

227 Bellevue Way NE, #219, Bellevue, WA 98004

(Address of Principal Executive Office) (Zip Code)

(416) 918-6987

(Registrants telephone number, including area code)

FIRST NATIONAL POWER CORPORATION

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





Indicate by check mark whether the registrant (1) has 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  þ   No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 filer   ̈   Smaller reporting company  þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes þ  No  ̈

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

As of March 31, 2009, there were 765,228 common shares issued and outstanding.







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First National Energy Corporation

(Formerly First National Power Corporation)

(A Development Stage Company)

Financial Statements (unaudited)

For the 3 Month period ended March 31, 2009

Amounts expressed in US Dollars





---



Index

|                                                                                                                                                            |  |      
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|Interim Balance Sheets as at March 31, 2009 (unaudited) and December 31, 2008 (audited)                                                                     |  | 4    
|Interim Statements of Operations for the 3 month periods ended  March 31, 2009 and March 31, 2008 for the cumulative period since inception (unaudited)     |  | 5    
|Interim Statements of Cash Flows for the 3 month periods ended  March 31, 2009 and March 31, 2008 and for the cumulative period since inception (unaudited) |  | 6    
|Interim Statements of Changes in Stockholders Deficiency for the period since inception (unaudited)                                                        |  | 7  8
|Condensed Notes to Interim Financial Statements (unaudited)                                                                                                 |  | 9    







---

PART IFINANCIAL INFORMATION

Item 1. Financial Statements.



FIRST NATIONAL ENERGY CORPORATION

(Formerly First National Power Corporation)

(A Development Stage Company)

Balance Sheets

As of March 31, 2009 and December 31, 2008

(Amounts expressed in US Dollars)

|                         |                                                   |  |          |          |   |             |  |          |  
|------------------------ | ------------------------------------------------- |  | -------- | -------- | - | ----------- |  | -------- | -
|                         |                                                   |  | March 31 |          |   | December 31 | 
|                         |                                                   |  | 2009     |          |   | 2008        | 
|                         |                                                   |  | $        |          |   | $           | 
|                         |                                                   |  |          |          |   | $           |  |         
|ASSETS                   |                                                   |  |          |          |   |             |  |         
|                         | CURRENT ASSETS                                    |  |          |          |   |             |  |         
|                         | Cash                                              |  |          | 65,314   |   |             |  | 85,122   |  
|                         |                                                   |  |          | 65,314   |   |             |  | 85,122   |  
|                         |                                                   |  |          |          |   |             |  |          |  
|                         |                                                   |  |          |          |   |             |  |          |  
|LIABILITIES              |                                                   |  |          |          |   |             |  |          |  
|                         | CURRENT LIABILITIES                               |  |          |          |   |             |  |          |  
|                         | Accounts payable and accrued liabilities          |  |          | 4,224    |   |             |  | 13,829   |  
|                         | Loans from shareholders                           |  |          | 258,313  |   |             |  | 258,313  |  
|                         |                                                   |  |          | 262,537  |   |             |  | 272,142  |  
|                         |                                                   |  |          |          |   |             |  |          |  
|Going Concern (Note 1)   |                                                   |  |          |          |   |             |  |         
|                         |                                                   |  |          |          |   |             |  |          |  
|                         |                                                   |  |          |          |   |             |  |          |  
|STOCKHOLDERS DEFICIENCY |                                                   |  |          |          |   |             |  |         
|                         |                                                   |  |          |          |   |             |  |          |  
|                         | CAPITAL STOCK                                     |  |          | 765      |   |             |  | 76,524   |  
|                         | ADDITIONAL PAID-IN-CAPITAL                        |  |          | 397,096  |   |             |  | 321,337  |  
|                         | DEFICIT, ACCUMULATED DURING THE DEVELOPMENT STAGE |  |          | (595,084 | ) |             |  | (584,881 | )
|                         |                                                   |  |          | (197,223 | ) |             |  | (187,020 | )
|                         |                                                   |  |          |          |   |             |  |          |  
|                         |                                                   |  |          | 65,314   |   |             |  | 85,122   |  



The Notes form an integral part of the interim financial statements.



4



---

FIRST NATIONAL ENERGY CORPORATION

(Formerly First National Power Corporation)

(A Development Stage Company)

Statements of Operations

For the 3-month periods ended March 31, 2009 and 2008

(Amounts expressed in US Dollars)

|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|------------------------------------------ |  | ---------- | -------- | ------- | -------- | - | ------- | -------- |  | - | ------- | -
|                                           |  |            |          |         | 3-months |   |         | 3-months | 
|                                           |  | Cumulative |          |         | ended    |   |         | ended    | 
|                                           |  | Since      |          |         | March 31 |   |         | March 31 | 
|                                           |  | Inception  |          |         | 2009     |   |         | 2008     | 
|                                           |  | $          |          |         | $        |   |         | $        | 
|OPERATING EXPENSES                         |  |            |          |         |          |   |         |          |  |  
|                                           |  |            |          |         |          |   |         |          |  |  
|Interest Income                            |  |            | (6,933   | )       |          |   | (34     | )        |  |   | (757    | )
|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|Forgiveness of accounts payable and loans  |  |            | (47,394  | )       |          |   |         |          |  |   |         |  
|General and administrative expenses        |  |            | 372,748  |         |          |   | 10,237  |          |  |   | 6,227   |  
|Loss on Foreign Exchange                   |  |            | 580      |         |          |   |       |          |  |   |       |  
|Project development costs                  |  |            | 272,857  |         |          |   |       |          |  |   | 15,326  |  
|Interest Expense                           |  |            | 3,226    |         |          |   |       |          |  |   |       |  
|                                           |  |            | 595,084  |         |          |   | (10,203 | )        |  |   | 20,796  |  
|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|NET LOSS                                   |  |            | (595,084 | )       |          |   | (10,203 | )        |  |   | (20,796 | )
|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|Net loss per share, basic and diluted      |  |            |          |         |          | $ | (0.01   | )        |  | $ | (0.03   | )
|                                           |  |            |          |         |          |   |         |          |  |   |         |  
|Weighted average common shares outstanding |  |            |          | 765,228 |          |   |         | 764,228  | 



The Notes form an integral part of the interim financial statements.



5



---



FIRST NATIONAL ENERGY CORPORATION

(Formerly First National Power Corporation)

(A Development Stage Company)

Statements of Cash Flows

For the 3-month periods ended March 31, 2009 and 2008

(Amounts expressed in US Dollars)

|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|----------------------------------------- |  | ---------- | -------- | - | -------- |  | ------- | -------- |  |  | ------- | -
|                                          |  |            |          |   | 3-months |  |         | 3-months | 
|                                          |  | Cumulative |          |   | ended    |  |         | ended    | 
|                                          |  | Since      |          |   | March 31 |  |         | March 31 | 
|                                          |  | Inception  |          |   | 2009     |  |         | 2008     | 
|                                          |  | $          |          |   | $        |  |         | $        | 
|CASH FLOWS FROM OPERATING ACTIVITIES      |  |            |          |   |          |  |         |          |  | 
|                                          |  |            |          |   |          |  |         |          |  | 
|Net loss                                  |  |            | (595,084 | ) |          |  | (10,203 | )        |  |  | (20,796 | )
|Adjustments for items not affecting cash  |  |            |          |   |          |  |         |          |  |  |         |  
|Shares issued for services rendered       |  |            | 300,390  |   |          |  |         |          |  |  |         |  
|Forgiveness of accounts payable and loans |  |            | (47,394  | ) |          |  |         |          |  |  |         |  
|Increase (decrease) in accounts payable   |  |            |          |   |          |  |         |          |  |  |         |  
|and accrued liabilities                   |  |            | 8,223    |   |          |  | (9,605  | )        |  |  | 2,630   |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|Net cash used in operating activities     |  |            | (333,865 | ) |          |  | (19,808 | )        |  |  | (18,166 | )
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES      |  |            |          |   |          |  |         |          |  |  |         |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|Loans from Shareholders                   |  |            | 301,708  |   |          |  |       |          |  |  |         |  
|Proceeds from sale of capital stock       |  |            | 97,471   |   |          |  |         |          |  |  |         |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|Net cash provided by financing activities |  |            | 399,179  |   |          |  |       |          |  |  |       |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|NET INCREASE (DECREASE) IN CASH           |  |            | 65,314   |   |          |  | (19,808 | )        |  |  | (18,166 | )
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|Cash, beginning of period                 |  |            |        |   |          |  | 85,122  |          |  |  | 158,313 |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|CASH, END OF PERIOD                       |  |            | 65,314   |   |          |  | 65,314  |          |  |  | 140,147 |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|INCOME TAXES PAID                         |  |            |        |   |          |  |       |          |  |  |       |  
|                                          |  |            |          |   |          |  |         |          |  |  |         |  
|INTEREST PAID                             |  |            | 3,226    |   |          |  |       |          |  |  |       |  

The Notes form an integral part of the interim financial statements.



6



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FIRST NATIONAL ENERGY CORPORATION

(Formerly First National Power Corporation)

(A Development Stage Company)

Statements of Changes in Stockholders Deficiency

From Inception until March 31, 2009

(Amounts expressed in US Dollars)

|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|----------------------------------- |  | ------ | ------ |  | --------- |  | ---------- | ---------- |  |  | ---------- |  |  | ----------- | ------- |  | ----------- | ---- | -------- | - | ----- | ---- | -------- | -
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  | Deficit     |         |  |             |     
|                                    |  |        |        |  | Common    |  |            |            |  |  | Additional |  |  | accumulated |         |  |             |     
|                                    |  | Common |        |  | Stock     |  |            | Common     |  |  | Paid-In    |  |  | during the  |         |  | Total       |     
|                                    |  | Stock  |        |  | Number of |  |            | Stock      |  |  | Capital    |  |  | development |         |  | Shareholder |     
|                                    |  | Amount |        |  | Shares    |  |            | Subscribed |  |  | (Discount) |  |  | stage       |         |  | Equity      |     
|                                    |  | $      |        |  | $         |  |            | $          |  |  | $          |  |  | $           |         |  | $           |     
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |         
|Balance at November 16, 2000        |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |         
|Issuance of common stock for cash   |  |        | 100    |  |           |  | 100,000    |            |  |  |            |  |  | 900         |         |  |             |      |          |   | 1,000 |     
|Net Loss for the Period             |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             | (968 | )        |   |       | (968 | )       
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |         
|Balance as of December 31, 2000     |  |        | 100    |  |           |  | 100,000    |            |  |  |          |  |  |             | 900     |  |             |      | (968     | ) |       |      | 32       |  
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Issuance of stock for cash          |  |        | 400    |  |           |  | 400,000    |            |  |  |            |  |  |             | 3,600   |  |             |      |          |   |       |      | 4,000    |  
|Issuance of stock for cash          |  |        | 700    |  |           |  | 700,000    |            |  |  |            |  |  |             | 6,300   |  |             |      |          |   |       |      | 7,000    |  
|Issuance of stock for cash          |  |        | 850    |  |           |  | 850,000    |            |  |  |            |  |  |             | 7,650   |  |             |      |          |   |       |      | 8,500    |  
|Currency Translation                |  |        |        |  |           |  |            |            |  |  |            |  |  |             | 100     |  |             |      |          |   |       |      | 100      |  
|Net Loss for the Year               |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      | (23,954  | ) |       |      | (23,954  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Balance as of December 31, 2001     |  |        | 2,050  |  |           |  | 2,050,000  |            |  |  |          |  |  |             | 18,550  |  |             |      | (24,922  | ) |       |      | (4,322   | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Expiration of recission offer for   |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|sale of stock                       |  |        | 64     |  |           |  | 63,536     |            |  |  |            |  |  |             | 6,290   |  |             |      |          |   |       |      | 6,354    |  
|Net Loss for the Year               |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      | (26,047  | ) |       |      | (26,047  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Balance as of December 31, 2002     |  |        | 2,114  |  |           |  | 2,113,536  |            |  |  |          |  |  |             | 24,840  |  |             |      | (50,969  | ) |       |      | (24,015  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Stock split 5:1                     |  |        | 8,454  |  |           |  | 8,454,144  |            |  |  |            |  |  |             | (8,454  |  |             |      |          |   |       |      |        |  
|Shares issued for services rendered |  |        | 200    |  |           |  | 200,000    |            |  |  |            |  |  |             | 79,800  |  |             |      |          |   |       |      | 80,000   |  
|Net Loss for the Year               |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      | (107,245 | ) |       |      | (107,245 | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Balance as of December 31, 2003     |  |        | 10,768 |  |           |  | 10,767,680 |            |  |  |          |  |  |             | 96,186  |  |             |      | (158,214 | ) |       |      | (51,260  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Stock split 7:1                     |  |        | 64,606 |  |           |  | 64,606,080 |            |  |  |            |  |  |             | (64,606 |  |             |      |          |   |       |      |        |  
|Shares issued for services rendered |  |        | 30     |  |           |  | 30,000     |            |  |  |            |  |  |             | 15,870  |  |             |      |          |   |       |      | 15,900   |  
|Shares subscribed                   |  |        |        |  |           |  |            |            |  |  | 146        |  |  |             | 70,371  |  |             |      |          |   |       |      | 70,517   |  
|Shares issued for services rendered |  |        | 44     |  |           |  | 43,000     |            |  |  |            |  |  |             | 9,956   |  |             |      |          |   |       |      | 10,000   |  
|Net Loss for the Year               |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      | (75,414  | ) |       |      | (75,414  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Balance as of December 31, 2004     |  |        | 75,448 |  |           |  | 75,446,760 |            |  |  | 146        |  |  |             | 127,777 |  |             |      | (233,628 | ) |       |      | (30,257  | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Shares issued for services rendered |  |        | 830    |  |           |  | 830,000    |            |  |  |            |  |  |             | 193,160 |  |             |      |          |   |       |      | 193,990  |  
|Net Loss for the Year               |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      | (208,886 | ) |       |      | (208,886 | )
|                                    |  |        |        |  |           |  |            |            |  |  |            |  |  |             |         |  |             |      |          |   |       |      |          |  
|Balance as of December 31, 2005     |  |        | 76,278 |  |           |  | 76,276,760 |            |  |  | 146        |  |  |             | 320,937 |  |             |      | (442,514 | ) |       |      | (45,153  | )





7



---



|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|-------------------------------------- |  | ------ | ------- | - | --------- |  | ----------- | ---------- |  |  | ---------- | - |  | ----------- | ------- |  | ----------- |  | -------- | - |  |  | -------- | -
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  | Deficit     |         |  |             | 
|                                       |  |        |         |   | Common    |  |             |            |  |  | Additional |   |  | accumulated |         |  |             | 
|                                       |  | Common |         |   | Stock     |  |             | Common     |  |  | Paid-In    |   |  | during the  |         |  | Total       | 
|                                       |  | Stock  |         |   | Number of |  |             | Stock      |  |  | Capital    |   |  | development |         |  | Shareholder | 
|                                       |  | Amount |         |   | Shares    |  |             | Subscribed |  |  | (Discount) |   |  | stage       |         |  | Equity      | 
|                                       |  | $      |         |   | $         |  |             | $          |  |  | $          |   |  | $           |         |  | $           | 
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |         
|Net Loss for the Year                  |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  | (32,962  | ) |  |  | (32,962  | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|Balance as of December 31, 2006        |  |        | 76,278  |   |           |  | 76,276,760  |            |  |  | 146        |   |  |             | 320,937 |  |             |  | (475,476 | ) |  |  | (78,115  | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|Net Loss for the Year                  |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  | (30,760  | ) |  |  | (30,760  | )
|Issue shares bought under subscription |  |        | 146     |   |           |  | 146,000     |            |  |  | (146       | ) |  |             |         |  |             |  |          |   |  |  | -        |  
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             | 320,937 |  |             |  |          |   |  |  |          |  
|Balance as of December 31, 2007        |  |        | 76,424  |   |           |  | 76,422,760  |            |  |  |          |   |  |             |         |  |             |  | (506,236 | ) |  |  | (108,875 | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             | 400     |  |             |  |          |   |  |  |          |  
|Shares issued for services rendered    |  |        | 100     |   |           |  | 100,000     |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  | 500      |  
|Net Loss for the Year                  |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  | (78,645  | ) |  |  | (78,645  | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|Balance as of December 31, 2008        |  |        | 76,524  |   |           |  | 76,522,760  |            |  |  |          |   |  |             | 321,337 |  |             |  | (584,881 | ) |  |  | (187,020 | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|Stock split 1:100                      |  |        | (75,759 | ) |           |  | (75,757,532 | )          |  |  |            |   |  |             | 75,759  |  |             |  |          |   |  |  |          |  
|Net Loss for the Period                |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  | (10,203  | ) |  |  | (10,203  | )
|                                       |  |        |         |   |           |  |             |            |  |  |            |   |  |             |         |  |             |  |          |   |  |  |          |  
|Balance as of March 31, 2009           |  |        | 765     |   |           |  | 765,228     |            |  |  |          |   |  |             | 397,096 |  |             |  | (595,084 | ) |  |  | (197,223 | )

The Notes form an integral part of the interim financial statements.



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First National Energy Corporation

(Formerly First National Power Corporation)

(A Development Stage Company)

Condensed Notes to the Interim Financial Statements

For the 3 months ended March 31, 2009 (unaudited)

Amounts expressed in US Dollars



NOTES TO INTERIM FINANCIAL STATEMENTS



The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of all recurring accruals considered necessary for fair presentation) have been included as necessary in order to make the financial statements not misleading.  Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. Interim financial statements should be read in conjunction with the Companys annual audited financial statements.





1.

Organization and Basis of Presentation



Description of the Business



First National Energy Corporation (the Company) was incorporated in the State of Delaware on November 16, 2000, with the name Capstone International Corporation.  On March 28, 2004, the Company changed its name to First National Power Corporation. On February 12, 2009, the Company relocated its charter to the State of Nevada and changed its name to First National Energy Corporation. As part of reorganization, the Company increased its authorized capital to 300 million common shares and effected a 100 for 1 reverse stock split of its issued and outstanding shares of common stock. The accompanying financial statements reflect all share data based on the 100 for 1 reverse common stock split.



The Company was initially engaged in the business of reselling pre-paid funeral insurance and annuity products. In the first quarter of 2004, the Company changed its business purpose to provision of wind-driven solutions for power generation. Current projects for the Company are the completion of power generation projects from bio-mass technologies.





Going Concern



The Companys financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has not generated any revenues from its planned principal operations through March 31, 2009, has recorded losses since inception and has negative working capital. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.



















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Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to consummate a merger or business combination, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.  Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto.  Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Description of Business

Business Development

First National Energy Corporation (the Registrant) was incorporated as Capstone International Corporation on November 16, 2000, in the state of Delaware, and has a class of shares registered with the Securities and Exchange Commission on Form SB-2 as SEC File No. 333-62588, filed on June 8, 2001. The Registrants name was changed to First National Power Corporation on January 28, 2004, and was changed again to First National Energy Corporation on February 12, 2009, at which time the Registrant effected a reverse stock split, adopted a holding company structure, and relocated its corporate charter from Delaware to Nevada as part of the reorganization described in the next succeeding paragraph.

As described in the definitive information statement on Form DEF 14-C filed with the Securities and Exchange Commission on December 22, 2008, and pursuant to the approval of the Registrants board of directors and a majority of its stockholders, on February 12, 2009, the Registrant effected a reorganization pursuant to that certain Agreement and Plan of Merger to Form Holding Company, dated as of December 10, 2008 (a true and complete copy of which is included in the Form DEF 14-C information statement described above),which had the effect of (1) implementing a reverse stock split of its issued and outstanding common shares at the rate of 100 to 1, thereby reducing the number of issued and outstanding common shares from 76,522,760 to 765,228, with no effect on the number of authorized common shares; (2) merging the Registrant with and into First National Power Corporation, a Nevada corporation and a wholly-owned indirect (second tier) subsidiary of the Registrant, such that First National Energy Corporation, a Nevada corporation and a wholly-owned direct (first tier) subsidiary of the Registrant, succeeded the Registrant as a successor issuer of its registered securities, pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, and continued the business of the Registrant for all purposes; (3) exchanging each issued and outstanding share of the Registrant (bearing CUSIP number 32113F 10 3) on the record date (and after giving effect to the reverse stock split described above) into one new common share of the successor issuer (bearing CUSIP number 321129 108); (4) shifting the Registrants charter from the State of Delaware to the State of Nevada; (5) increasing the authorized capital of the Registrant from 100 million common shares to 300 million common shares; (6) changing the Registrants name from First National Power Corporation to First National Energy Corporation; and (7) changing the Registrants stock symbol from FNPR to FNEC.

Business of Issuer

The Registrant currently has no operations, and during the preceding three years has not had any significant operations. The Registrant continues to evaluate alternatives in order to improve the Registrant's financial condition, including merger and acquisition opportunities. There is no assurance that the Registrant will be successful in obtaining such opportunities. If a merger or acquisition opportunity does arise, the Registrant's value as a partner in



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a merger or other business combination will rest primarily upon the potential public market for the Registrant's shares. The Registrant owns no patents or trademarks, and has no employees.

There have been no material changes in the registrants financial condition from the end of the preceding fiscal year to the date of the interim balance sheet provided herein, nor have there been any material changes in the registrants financial condition during the period ending on the date of the interim balance sheet provided herein and commencing on the corresponding interim date of the preceding fiscal year.

There have been no material changes in the registrant's results of operations with respect to the most recent fiscal year-to-date period for which an income statement is provided and the corresponding year-to-date period of the preceding fiscal year.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk. (Not applicable)

Item 4.

Controls and Procedures.

As of March 31, 2009, the Registrant carried out an evaluation of the effectiveness of the Registrants disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Registrants chief executive and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officer has concluded that the Registrants disclosure controls and procedures were not effective.

The Registrant also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with managements authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. During the interim period ended March 31, 2009, there were no changes to this system of internal controls or in other factors that could significantly affect those controls.

Item 4T.

Controls and Procedures.



(a) Managements Annual Report on Internal Control over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of our Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with generally accepted accounting principles, including those policies and procedures that:





Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;



Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and



Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



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(b) Changes in Internal Control over Financial Reporting.

In connection with the preparation of the Registrants Annual Report on Form 10-KSB for the year ended December 31, 2008, management, with the participation of our Chief Financial Officer, evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Management conducted its evaluation of the Registrants internal control over financial reporting based on the framework in Internal Control  Integrated Framework,issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified one material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our company. The small number of employees who are responsible for accounting functions (more specifically, one) prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. There have been no changes in our internal controls over financial reporting that occurred during the first fiscal quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



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PART IIOTHER INFORMATION

Item 1.

Legal Proceedings

The Registrant is not a party to any pending or threatened legal proceedings.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The Registrant has not sold any equity securities during the period covered by this report.

Item 3.

Defaults Upon Senior Securities.Not Applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

No matters have been submitted to a vote of security holders during the period covered by this report.

Item 5.

Other Information.(Not Applicable)

Item 6.

Exhibits.

|            |  |                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                                                                                      
|31*         |  | Sect. 302 Certification Statement of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                        
|32*         |  | Sect. 906 Certification Statement of the Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

*Filed herewith



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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.



| |                                   |                                                                 
| | --------------------------------- | ----------------------------------------------------------------
| | FIRST NATIONAL ENERGY CORPORATION
| |                                   |                                                                 
| |                                   |                                                                 
| | By:                               | /s/ Peter Wanner                                                
| |                                   | Peter Wanner
Chief Executive Officer and
Chief Financial Officer
| |                                  

Dated:



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