UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K




(Mark
      One)x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended:  December 31,
2008
  Or




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




Commission
      File No. 0-23266ST. LAWRENCE ENERGY
      CORP.
              (Exact
      name of small business issuer as specified in its
  charter)Delaware
              (State
      or other jurisdiction of incorporation or organization)
            38-3717938
              (I.R.S.
      Employer Identification No.)2370
      Watson Ct., Suite 110
              Palo
      Alto, CA 94303
              (Address
      of Principal Executive Offices)
              
              (650)
      424-8980
              (Issuer’s
      telephone number)Securities
      registered under Section 12(b) of the Exchange Act:NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      stock $.0001 par value(Title
      of class)


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes o No x





Indicate
by check mark whether issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.   Yes x No o





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





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 definition of “large accelerated filer”, “accelerated
filer”, and “small reporting company” in Rule 12b-2 of the Exchange
Act.  (check one)






Large accelerated
      filer: . o
            Accelerated filer:
      . o
            Non-accelerated
      filer: . o
            Small 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 xNo o




State
issuer’s revenues for its most recent fiscal year: $0





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates (affiliates being, for these purposes only, directors, executive
officers and holders of more than 5% of the registrant’s common stock):
$2,896,884 based on 11,587,536 non-affiliate shares outstanding at $0.25 per
share, which is the average bid and ask price of the common shares as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





The
number of shares the registrant’s of common stock, $0.001 par value per share,
outstanding as of May 7, 2009 was 31,865,767.





Documents
incorporated by reference: none









Forward
Looking Statements




This
report contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to the financial
condition, results of operations, business strategies, operating efficiencies or
synergies, competitive positions, growth opportunities for existing products,
plans and objectives of management, markets for stock of St. Lawrence Energy
Corp. and other matters. Statements in this report that are not historical facts
are “forward-looking statements” for the purpose of the safe harbor provided by
Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange
Act”) and Section 27A of the Securities Act of 1933, as amended. Such
forward-looking statements, including, without limitation, those relating to the
future business prospects, revenues and income of St. Lawrence Energy Corp.,
wherever they occur, are necessarily estimates reflecting the best judgment of
the senior management of St. Lawrence Energy Corp. on the date on which they
were made, or if no date is stated, as of the date of this report. These
forward-looking statements are subject to risks, uncertainties and assumptions,
including those described in the “Risk Factors” described below, that may affect
the operations, performance, development and results of our business. Because
the factors discussed in this report could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements made by
us or on our behalf, you should not place undue reliance on any such
forward-looking statements. New factors emerge from time to time, and it is not
possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.




You
should understand that the following important factors, in addition to those
discussed in the “Risk Factors” section could affect our future results and
could cause those results to differ materially from those expressed in such
forward-looking statements:




●
            general
      economic conditions;




●
            the
      effectiveness of our planned advertising, marketing and promotional
      campaigns;




●
            anticipated
      trends and conditions in the industry in which we operate, including
      regulatory changes;




●
            our
      future capital needs and our ability to obtain financing;
    and




●
            other
      risks and uncertainties as may be detailed from time to time in our public
      announcements and filings with the Securities and Exchange Commission
      (“SEC”).




Although
we believe that our expectations are reasonable, we cannot assure you that our
expectations will prove to be correct. Should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described in this report as
anticipated, believed, estimated, expected or intended.




Except to
the extent required by law, we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or any other reason. All subsequent forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to herein. In
light of these risks, uncertainties and assumptions, the forward-looking events
discussed in this report may not occur.




3




TABLE
OF CONTENTS





PAGEPART
      IItem
      1:     Business
            
            
            5Item 1A:  Risk
      Factors
            
            
            8Item 1B:  Unresolved
      Staff Comments
            
            
            12Item
      2:     Description of Properties
            
            
            12Item
      3:     Legal Proceedings
            
            
            12Item
      4:     Submission of Matters to a Vote of
      Security Holder
            
            
            12PART
      IIItem
      5:     Market for Registrant’s Common Equity.
      Related Stockholder Matters and Issuer  Purchases of
      Equity
            
            
            12Item
      6:     Selected Financial Data
            
            
            13Item
      7.     Management’s Discussion and Analysis of
      Financial Condition and Results of  Operation
            
            
            13Item 7A:  Quantitative
      and Qualitative Disclosures about Market Risk
            
            
            15Item
      8:      Financial Statements and
      Supplementary Data
            
            
            15Item
      9.      Changes in and Disagreements with
      Accountants on Accounting and
    Financial  Disclosures
            
            
            16Item 9A(T)  Controls
      and Procedures
            
            
            16Item
      9B     Other Information
            
            
            16Part
      IIIItem
      10:     Directors, Executive Officers and
      Corporate Governance
            
            
            17Item
      11.     Executive Compensation
            
            
            17Item
      12:     Security Ownership of Certain Beneficial
      Owners and Management and Related  Stockholder
      Matters
            
            
            17Item
      13:     Certain Relationships and Related
      Transactions, and Director Independence
            
            
            17Item
      14:     Principal Accounting Fees and
      Services
            
            
            17Part
      IVItem
      15:     Exhibits, Financial Statement
      Schedules
            
            
            17Exhibit 31.1Exhibit 32.1SIGNATURES
            
            
            19





4





PART
I





ITEM
1.  BUSINESS





Business
Development





St.
Lawrence Energy Corp., a Delaware corporation formerly known as UroMed
Corporation (“UroMed”), is sometimes referred to herein as “we”, “us”, “our”,
“St. Lawrence”, “Company” and the “Registrant”. The Registrant was a
biotechnology company formed in 1990 for the purpose of focusing on the
development, manufacture and marketing of products for the Management of
urological and gynecological disorders and specifically products for certain
types of female urinary incontinence.





On May
15, 2002, the Registrant filed a bankruptcy petition under the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division (case no. 02-13545). As a result of the bankruptcy petition, the
Registrant’s assets were transferred to a United States Trustee and the
Registrant terminated its business operations. During 2003 and 2004, the
Bankruptcy Trustee disposed of substantially all of the assets of the Registrant
and its subsidiaries. On January 19, 2005, the Bankruptcy Court approved an
order authorizing a change in control and confirming that Park Avenue Group,
Inc. is a good faith purchaser pursuant to 11 USC Section 363(m). The Court
order further provided that the Company subsequent to the bankruptcy proceeding
is free and clear of all liens, claims and encumbrances and that the sale was
free and clear of any and all other real or personal property interests,
including any interests in the former subsidiaries of UroMed.





Change
in Control following Bankruptcy





The
material terms of the transaction confirmed by the Bankruptcy Court authorized
Park Avenue Group to appoint new members to the Registrant’s board of directors
and to change the Registrant’s certificate of incorporation with respect to the
capital stock of the Company. Between January 19, 2005 and December 21, 2007,
Ivo Heiden was the Company’s sole officer and director (the “Former
Management”). On May 20, 2005, the Registrant’s board of directors approved an
amendment to the Registrant’s certificate of incorporation to (i) increase the
number of authorized shares of common stock from 10,000,000 to 100,000,000
shares; (ii) increase the number of authorized preferred stock from 500,000 to
10,000,000 shares; (iii) to change the par value of the Registrant’s common
stock from no par value to a par value of $0.0001 and to change the par value of
the Registrant’s preferred stock from $0.01 to $0.0001, and (iv) to authorize
the issuance of up to 1,000,000 shares of Series A preferred stock (“Series A
Preferred Stock”). The holders of Series A Preferred Stock have ten votes on all
matters submitted to a vote of stockholders of the Registrant.





Change
in Control in December 2007





Effective
December 20, 2007, Michael F. Manion (“Manion”), Ivo Heiden (“Heiden”) and
Richard Rubin (“Rubin”) entered into a Securities Purchase Agreement (the
“Agreement”) with Hirsch Capital Corp., a California corporation (“Hirsch”),
pursuant to which, among other things: (i) Manion agreed to sell to Hirsch and
Hirsch agreed to purchase from Manion an aggregate of 96,667 shares of Common
Stock (“Common Stock”) and 10,000 shares of Series A Preferred Stock (“Preferred
Stock”) of the Company owned of record and beneficially by Manion; (ii) Heiden
agreed to sell to Hirsch and Hirsch agreed to purchase from Heiden 91,119 shares
of Common Stock and 10,000 shares of Preferred Stock of the Company owned of
record and beneficially by Heiden; and (iii) Rubin agreed to sell to Hirsch and
Hirsch agreed to purchase from Rubin 90,445 shares of Common Stock and 10,000
shares of Preferred Stock of the Company owned of record and beneficially by
Rubin. Hirsch is an “accredited investor” as such term is defined in Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”). The aggregate purchase price for the 278,231 shares of Common Stock and
30,000 shares of Preferred Stock being purchased by Hirsch was $800,000. The
278,231 shares of Common Stock and 30,000 shares of Preferred Stock of the
Company purchased by Hirsch (the “Purchased Shares”) represented approximately
69.5% of the 831,766 votes then entitled to be cast on all matters submitted to
the stockholders of the Company. The purchase and sale of the Purchased Shares
took place at a closing (the “Closing”) held on December 20 and 21,
2007.





On
December 21, 2007, our Former Management resigned from all offices with the
Company after electing Robert Mitchell (“Mitchell”) to become our President,
Chief Executive Officer, Chief Financial Officer and Secretary and W. Benjamin
Garst, Jr. (“Garst”) to become our Executive Vice President. Pursuant to the
Agreement, Heiden resigned as our sole director after appointing Mitchell,
Anthony U. Martinez (“Martinez”) and Garst as our new Board of
Directors.





On
December 21, 2007, the name of the Company was changed from UroMed Corporation
to St. Lawrence Energy Corp. by the filing of a Certificate of Amendment to the
Certificate of Incorporation with the Secretary of State of Delaware. The
Certificate of Amendment changing the name of the Company was approved by the
written consent of the Board of Directors of the Company and the written consent
of a majority of the voting shares entitled to vote on such
amendment.





All
information concerning the Common Stock and Preferred Stock of the Company
presented in this Information statement reflects the 1 for 30 reverse stock
split effective as of January 31, 2007.





Foreign
Investments





On
January 8, 2008, we agreed to purchase for $30 million 400,000 shares of the
authorized but unissued Common Stock of NOK-BONG Ship Building Co., Ltd., a
private company organized under the laws of the Republic Korea (“NOK-BONG”). As
a result of such purchase, the Company became the passive owner of one-third of
the outstanding shares of NOK-BONG. The valuation of NOK-BONG was based on an
appraisal prepared by the Cheil CPA Accountancy firm in the Republic of Korea, a
firm experienced in evaluating private South Korean corporations. A translated
summary of this valuation report is filed as Exhibit 99.1 to our Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 14,
2008 (the “Form 8-K”) and incorporated herein by reference. Summary financial
information with respect to NOK-BONG was filed as Exhibit 99.2 to the Form 8-K
and incorporated herein by reference.





5


The
Company does not have any rights to be represented on the Board of Directors of
NOK-BONG and does not intend to become active in NOK-BONG’s Management either by
seeking or accepting representation on the NOK-BONG Board of Directors or having
its designee act as an executive officer of NOK-BONG.





Filed as
Exhibit 99.3 to the Form 8-K and incorporated herein by reference is the
Subscription Agreement dated January 8, 2008 (the “NOK-BONG Subscription
Agreement”) pursuant to which the Company agreed to purchase and NOK-BONG agreed
to sell the 400,000 shares of Common Stock of NOK-BONG. NOK-BONG relied on
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”),
as its exemption from the registration requirements of Section 5 of the
Securities Act with respect to the offer and sale of the 400,000 shares of its
Common Stock to the Company. The NOK-BONG Subscription Agreement contains
representations and warranties from the Company on which NOK-BONG relied to
ensure that the exemption under Section 4(2) of the Securities Act will be
available.





The
Company, after evaluation, made an independent decision to make the investment
in NOK-BONG. The Company does not believe that acquisition of a one-third equity
interest in NOK-BONG represents the acquisition of any of the underlying assets
of NOK-BONG because it did not result in the acquisition of control of such
assets. As described in Item 1.01 of the Form 8-K, the Company did not acquire
any representation on the Board of NOK-BONG, did not have any of its designees
appointed as an executive office of NOK-BONG and does not have any plans to
influence the Management of NOK-BONG with respect to NOK-BONG’s assets. The
400,000 shares of Common Stock of NOK-BONG acquired by the Company do represent
a significant amount of assets acquired other than in the ordinary course of
business of the Company. Exhibit 99.1 to the Form 8-K is a translated summary of
the evaluation of NOK-BONG on which the Company based the value of its one-third
interest. Exhibit 99.2 to the Form 8-K sets forth summary financial information
with respect to NOK-BONG.





Concurrently
with the acquisition of 400,000 shares of the common stock of NOK-BONG, and
pursuant to the NOK-BONG Subscription Agreement, NOK-BONG agreed to purchase and
the Company agreed to sell for $30 million 20,000,000 shares of our authorized
but unissued Common Stock at a price per share of $1.50. The consideration
received by the Company for the sale of the 20,000,000 shares of it Common Stock
to NOK-BONG was 400,000 shares of Common Stock of NOK-BONG, which represent a
one-third ownership interest in NOK-BONG. NOK-BONG has advised us that it has no
intention to seek representation on our Board of Directors or to become active
in the Management of the Company. We relied on Section 4(2) of the Securities
Act as its exemption from the registration requirements of Section 5 of the
Securities Act with respect to the offer and sale of the 20,000,000 shares of
our Common Stock to NOK-BONG. The NOK-BONG Subscription Agreement contains
representations and warranties from NOK-BONG on which the Company relied to
ensure that the exemption under Section 4(2) of the Securities Act will be
available.




During
2008 we did not received any financial information from NOK-BONG. Due to the
fact that no financial information is available, we cannot determine the value
of our investment in NOK-BONG under the equity method of accounting and we have
suffered an impairment of $30,000,000 on our investment in NOK-BONG for the year
ended December 31, 2008.





Filed as
Exhibit 99.4 to the Form 8-K is the Subscription Agreement dated January 14,
2008 (the “3Soft Subscription Agreement”) and incorporated herein by reference,
pursuant to which 3Soft, Inc., a company organized under the laws of the
Republic of Korea whose share trade publicly on the Korean KOSDAQ market under
the symbol 036360.KQ (“3Soft”), agreed to purchase for $10 million in
immediately available funds, shares of the Company’s authorized but unissued
Common Stock at a price per share equal to the higher of $1.50 or 85% of the
closing price of our Common Stock on the trading day immediately preceding the
date (a “Closing Date”) on which 3Soft purchases any of the shares of the
Company’s Common Stock . Pursuant to the 3Soft Subscription Agreement, 3Soft
purchased in January 2008 for $2 million directly from the Company 1,334,000
shares of our Common Stock and agreed to purchase the remaining $8 million
during the first quarter of 2008. 3Soft has indicated to us that it would not
complete its purchase of our stock during the first quarter of 2008, and we have
continued our discussions with 3Soft concerning an amendment of the 3Soft
Subscription Agreement.





3Soft has
advised us that it has no intention to seek representation on the Company’s
Board of Directors or to become active in the Management of the Company. We
relied on Section 4(2) of the Securities Act as our exemption from the
registration requirements of Section 5 of the Securities Act with respect to the
offer and sale of the shares of our Common Stock to 3Soft. The 3Soft
Subscription Agreement contains representations and warranties from 3Soft on
which we relied to ensure that the exemption under Section 4(2) of the
Securities Act will be available.





Filed as
Exhibit 99.5 to the Form 8-K and incorporated herein by reference is the
Subscription Agreement dated January 14, 2008 (the “Hirsch Subscription
Agreement”) pursuant to which Hirsch subscribed for one million (1,000,000)
shares of our Series B Preferred Stock of the Company. The consideration
received by the Company for the sale of the one million (1,000,000) shares of
its Series B Preferred Stock to Hirsch includes the transformation of the
Company from a shell company into an operating company in the energy sector by
encouraging NOK-BONG and 3Soft to enter into the transactions described in the
Form 8-K and further business relationships with us which are now being
negotiated with NOK-BONG and 3Soft. The Hirsch Subscription Agreement was
approved by: (i) the Joint Written Consent of the Board of Directors Company and
of a majority vote of the stockholders of the Company; and (ii) NOK-BONG and
3Soft. The Company relied on Section 4(2) of the Securities Act as its exemption
from the registration requirements of Section 5 of the Securities Act with
respect to the offer and sale of the 1,000,000 shares of its Series B Preferred
Stock to Hirsch. The Hirsch Subscription Agreement contains representations and
warranties from Hirsch on which we relied to ensure that the exemption under
Section 4(2) of the Securities Act will be available.





6


On
January 14, 2008, the Board of Directors of the Company and a majority of the
voting securities of the Company approved an amendment and restatement of the
Company’s Certificate of Incorporation, as theretofore amended. A copy of the
Amended and Restated Certificate of Incorporation of the Company, which was
filed with the Secretary of State of the State of Delaware and became effective
on January 14, 2008, was filed as Exhibit 3(i) to the Form 8-K and is
incorporated herein by reference. Our Amended and Restated Certificate of
Incorporation now provides for: (i) an authorized capital stock consisting Five
Hundred Million (500,000,000) shares, of which Four Hundred Ninety Five Million
(495,000,000) shall be designated as Common Stock, par value $0.0001 per share
(“Common Stock”) and Five Million (5,000,000) shares shall be designated as
Preferred Stock, par value $0.0001 per share (“Preferred Stock”); (ii) a
division of the Preferred Stock into two series, Series A Preferred Stock, which
had been previously authorized by a Certificate of Designation, and Series B
Preferred Stock, which was not previously authorized; and (iii) the designation
of One Million (1,000,000) shares of Preferred Stock as Series A Preferred Stock
and Four Million (4,000,000) shares of Preferred Stock as Series B Preferred
Stock. Each share of Series B Preferred Stock is entitled to one hundred (100)
votes per shares and is convertible at the option of the holder thereof on a
share for share basis into Common Stock. All shares of Preferred Stock shall
vote together as a single class with the Common Stock on all matters submitted
to the stockholders of the Company for vote or written consent and shall be
preferred to the Common Stock as to distributions to stockholders.





The
issuance of one million (1,000,000) shares of Series B Preferred Stock to Hirsch
permits Hirsch to retain the approximate voting control it had before
encouraging NOK-BONG and 3Soft to purchase the more than twenty five million
(25,000,000) shares of Common Stock at a price per share of at least $1.50 and
does so with the approval of both NOK-BONG and 3Soft, each of which has
expressed its intent to permit the Company’s Board of Directors and officers,
who were designated by Hirsch, to continue to manage the Company.





Each
share of Series A Preferred Stock is entitled to ten (10) votes, has a
liquidation preference of $0.10 per share and is not convertible into Common
Stock. Each share of Series B Preferred Stock is entitled to one hundred (100)
votes, has a liquidation preference of $1.00 per share and is convertible at the
option of the holder thereof into one (1) share shares of Common Stock, subject
to adjustment in the event of any stock split or reverse stock split of the
Common Stock. The authorization of the Series B Preferred Stock with the
foregoing voting, liquidation and conversion privileges significantly limits the
voting, liquidation and fully diluted rights of the holders of the Common
Stock.





On
February 20, 2008, Mitchell resigned from all offices and as a director of the
Company for personal reasons. Until a replacement can be found, Garst has acted
as Chief Executive Officer and Chief Financial Officer of the
Company.





Business
Objectives of the Registrant





As a
result of the bankruptcy proceeding, the Registrant had no operations while
managed by our Former Management. Our Former Management determined to direct its
efforts and limited resources to pursue and effect a business
combination.





Since
purchasing a controlling interest in our Company from Manion, Heiden and Rubin
at the end of our fiscal year, Hirsch has shifted the focus of the Company from
a shell company into becoming an operating company in the energy sector by
encouraging NOK-BONG and 3Soft to enter into the transactions described in the
Form 8-K. NOK-BONG is a privately owned Korean shipbuilder and 3Soft is a public
Korean company in the solar cell business.





Competition





We expect
to encounter intense competition from other domestic and foreign companies
operating in the energy sectors. Many of these competitors possess greater
technical, human and other resources than us and our financial resources will be
relatively limited when contrasted with those of many of these
competitors.





Employees





Mr.
Garst, our acting CEO and CFO, is our sole executive officer. Mr. Garst or his
successors in office (“Management”) is not obligated to contribute any specific
number of hours per week and intends to devote only as much time as Management
deems necessary to the Company’s affairs. We do not intend to have any full time
employees prior to the time necessary to operate our business.





Conflict
of Interest





Management
is not required to commit its full time to the Company’s affairs. As a result,
implementing our transition from a shell company to an operating company may
require a greater period of time than if Management would devote its full time
to the Company’s affairs. Management is not precluded from serving as officers
or directors of any other entity that is engaged in business activities, whether
or not similar to ours. In the future, Management may become associated or
affiliated with entities engaged in business activities similar to those we
intend to conduct. In such event, Management may have conflicts of interest in
determining to which entity a particular business opportunity should be
presented. In the event that Management has multiple business affiliations, it
may have legal obligations to present certain business opportunities to multiple
entities. In the event that a conflict of interest shall arise.





7


Periodic
Reporting and Audited Financial Statements





We have
registered our securities under the Securities Exchange Act of 1934, as amended,
and have reporting obligations, including the requirement that we file annual
and quarterly reports with the SEC. In accordance with the requirements of the
Securities Exchange Act of 1934, our Annual Reports will contain financial
statements audited and reported on by our independent public
accountants.





ITEM
1A.  RISK
FACTORS





Any
investment in our shares of common stock involves a high degree of risk. You
should carefully consider the following information about these risks, together
with the other information contained in this Annual Report before you decide to
invest in our common stock. Each of the following risks may materially and
adversely affect our business objective, plan of operation and financial
condition. These risks may cause the market price of our common stock to
decline, which may cause you to lose all or a part of the money you invested in
our common stock. We provide the following cautionary discussion of risks,
uncertainties and possible inaccurate assumptions relevant to our business plan.
In addition to other information included in this Annual Report, the following
factors should be considered in evaluating the Company’s business and future
prospects.





RISKS
RELATING TO OUR BUSINESS





THE
COMPANY HAS A LIMITED OPERATING HISTORY AND VERY LIMITED RESOURCES.





Since
emerging from bankruptcy, the Company has had no revenues from operations.
Investors will have no basis upon which to evaluate the Company’s ability to
achieve the Company’s business objective, until it negotiates and implements
agreements with NOK-BONG, 3Soft and others which will turn it into an operating
energy sector company. The Company will not generate any revenues until, at the
earliest, after the implantation of the agreements entered into with NOK-BONG,
3Soft and others.





Since
the Company selected as its target business the energy sector, it must now
compete with some of the largest, best managed and best capitalized corporations
in the world.





Before we
identified the energy sector as our target business in early 2008, there was no
basis for investors to evaluate the possible merits or risks of the particular
industry in which the Company might ultimately operate or the target business
which the Company might ultimately acquire. Now that our target business has
been determined, we must decide how we can best use our strategic relationships
with NOK-BONG and 3Soft to create an operating company with strategic advantages
in narrow markets. There can be no assurance that this strategy can be
successfully implemented or that it will benefit stockholders or prove to be
more favorable to stockholders than had we remained a shell
company.





In
January 2008, the Company issued 21,334,000 shares of its common stock and
1,000,000 shares of its Series B Preferred Stock in connection with the events
described below under “Subsequent Events”, which issuances created substantial
dilution to our stockholders.





Our
certificate of incorporation authorizes the issuance of up to 495,000,000 shares
of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred
stock, par value $0.0001 per share. As a result of the transactions (the
“January Transactions”) described under the caption “Subsequent Events”, we
issued 20,000,000 shares of our common stock to NOK-BONG, 1,334,000 shares of
our common stock to 3Soft and 1,000,000 of our Series B Preferred Stock to
Hirsch.





Dependence
on key personnel





We are
dependent upon the continued services of W. Benjamin Garst, Jr.. To the extent
that his services become unavailable, the Company will be required to obtain
other qualified personnel and there can be no assurance that it will be able to
recruit and hire qualified persons upon acceptable terms.





Our
officer and director may allocate his time to other businesses thereby causing
conflicts of interest in his determination as to how much time to devote to the
Company’s affairs. This could have a negative impact on the Company’s ability to
implement its decision to become an operating company in the energy
sector.





8


Our
officer and director is not required to commit his full time to the Company’s
affairs, which may result in a conflict of interest in allocating his time
between the Company’s business and other businesses. We do not intend to have
any full time employees prior to the consummation of agreements that would
require such full time attention. Our officer and director is engaged in several
other business endeavors and is not obligated to contribute any specific number
of his hours per week to the Company’s affairs. If his other business affairs
require him to devote more substantial amounts of time to such affairs, it could
limit his ability to devote time to the Company’s affairs and could have a
negative impact on the Company’s ability to become an operating
company.





Our
present plans are to limit the Company’s activities to the energy sector, which
will cause us to be solely dependent on such single business and a limited
number of products or services.





We
believe that we have situated the Company to become an operating company in
limited segments of the energy sector - the transportation of ethanol and other
alternate fuels by ship and the sale and marketing of solar power products
manufactured by 3Soft and others. Accordingly, the prospects for the Company’s
success will be:





●
            solely
      dependent upon the performance of a single operating business,
      or





●
            dependent
      upon the development or market acceptance of a single or limited number of
      products or services.





In this
case, we will not be able to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses, unlike many of our
prospective competitors.





The
Company has limited resources and there is significant competition in the target
market we intend to enter.





We expect
to encounter intense competition from other entities having a business objective
similar to the Company’s, including ship builders, ship operators, solar panel
manufacturers, solar product fabricators, solar product resellers and other
companies that compete in this segment as a part of their business. Many of
these entities are well established, have extensive experience, possess greater
technical, human and other resources than the Company does and the Company’s
financial resources are limited when contrasted with those of many of these
competitors.





The
Company may be unable to obtain the additional financing that will be required
to implement its business strategy.





We
believe that the proceeds remaining from the sale of the shares to 3Soft will
not be sufficient to implement our business strategy. To the extent that
additional financing proves to be unavailable on terms we deem to be acceptable,
we may be unable to become an operating business despite the strategic
relationships we created at a cost of substantial dilution to our stockholders.
The failure to secure adequate additional financing could also have a material
adverse effect on the continued development or growth of our target business.
Neither Management nor our significant stockholders are required to provide any
financing to us.





Additional
financing requirements associated with reporting obligations under the Exchange
Act





The
Company has no revenues and is dependent upon the willingness of the Company’s
Management or affiliated parties to fund the costs associated with the reporting
obligations under the Exchange Act, other administrative costs associated with
the Company’s corporate existence and expenses related to the Company’s business
objective. The Company is not likely to generate any revenues until it
consummates additional agreements with NOK-BONG, 3Soft and others. The Company
anticipates that it will have access to sufficient financial resources to
continue to pay accounting and other professional fees and other miscellaneous
expenses that may be required until the Company can generate positive cash flow
from operations. In the event that the Company’s available financial resources
from its significant stockholders prove to be insufficient for the purpose of
achieving its business objective, the Company will be required to seek
additional financing. The Company’s failure to secure additional financing could
have a material adverse affect on the Company’s stockholders. The Company does
not have any arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that any such arrangement
would be available on terms acceptable and in the Company’s best interests. The
Company does not have any written agreement with Management or its significant
stockholders to provide funds for the Company’s operating expenses.





Hirsch
has71.6% of the voting power and thus can control any action requiring
stockholder vote.





Because
of its ownership of  30,000 shares of Series A Preferred Stock,
1,000,000 shares of Series B Preferred stock and 278,231 shares of common stock,
all of which vote together as a single class on matters submitted to a vote of
stockholders, and because each share of Series A Preferred Stock is entitled to
10 votes per share and each share of Series B Preferred Stock is entitled to 100
votes per share, Hirsch has 100,578,231 of the 132,165,767 total outstanding
votes entitled to be cast on matters submitted to a vote of our stockholders,
permitting Hirsch to elect all of our directors and to approve any matter
submitted to a vote of our stockholders.





9


Broad
discretion of Management





Any
person who invests in our common stock will do so dependent on the broad
discretion and judgment of Management in connection with the implementation of
the our business strategy. There can be no assurance that determinations made by
Management will permit us to achieve the Company’s business
objectives.





If
the Company is deemed to be an investment company, we may be required to
institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to consummate our business
objective.





If we are
deemed to be an investment company, we would be:





●
            restricted
      in the nature of our investments;
and




●
            restricted
      in the issuance of securities, which may make it difficult for us to
      consummate our business strategy.





In
addition, we may have imposed upon us burdensome requirements,
including:





●
            registration
      as an investment company;





●
            adoption
      of a specific form of corporate structure;
and





●
            reporting,
      record keeping, voting, proxy and disclosure requirements and other rules
      and regulations.





We do not
believe that the Company’s is subject it to the Investment Company Act of
1940.





The
Company currently may be deemed to have no “Independent Director”, actions taken
and expenses incurred by Management on behalf of the Company will generally not
be subject to “Independent Review”.





Management
may receive compensation and reimbursement for out-of-pocket expenses incurred
in connection with activities on the Company’s behalf. There is no limit on the
amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of director, which
presently consists of two directors who may seek reimbursement. If our directors
are not deemed “independent,” they will generally not have the benefit of an
independent director examining the propriety of expenses incurred on our behalf
and subject to reimbursement. Although the Company believes that all actions
taken by our directors on the Company’s behalf will be in the Company’s best
interests, the Company cannot assure the investors that this will actually be
the case. If actions are taken, or expenses are incurred that are actually not
in the Company’s best interests, it could have a material adverse effect on our
business and plan of operation and the price of our stock held by the public
stockholders.





The
Company’s majority stockholder has filed an Information Statement with the SEC
and it has been mailed to all shareholders of record as of April 7,
2009.  The majority shareholder has removed Mr. Arthur Martinez and
added two directors, both of which should be independent, Ms. Sun Kim and Mr.
Alex Lucas, effective May 17, 2009.





RISKS
RELATED TO OUR COMMON STOCK





Our
historic stock price has been volatile and the future market price for our
common stock is likely to continue to be volatile. Further, the limited market
for our shares will make our price more volatile. This may make it difficult for
you to sell our common stock.





The
public market for our common stock has been very volatile. Since January 1, 2007
to May 8, 2009, the market price for our common stock has ranged from $1.74 to
$0.12 (See “Market for Common Equity and Related Stockholder Matters” on page 12
of this Annual Report). Any future market price for our shares is likely to
continue to be very volatile. This price volatility may make it more difficult
for you to sell shares when you want at prices you find attractive. Further, the
market for our common stock is limited and we cannot assure you that a larger
market will ever be developed or maintained. The last reported sales price for
our common stock on May 5, 2009 was $1.25 per share. Market fluctuations and
volatility, as well as general economic, market and political conditions, could
reduce our market price. As a result, this may make it difficult or impossible
for you to sell our common stock.





The
Company’s shares of common stock are subject to quotation on the OTCBB, which
limits the liquidity and price of the Company’s common stock.





The
Company’s shares of common stock are subject to quotation on the OTCBB.
Quotation of the Company’s securities on the OTCBB limits the liquidity and
price of the Company’s common stock more than if the Company’s shares of common
stock were listed on The Nasdaq Stock Market or a national exchange. There is
currently only a limited trading market in the Company’s common stock. In the
event that an active trading market commences, there can be no assurance as to
the market price of the Company’s shares of common stock, whether any trading
market will provide liquidity to investors, or whether any trading market will
be sustained.





10


Our
common stock is subject to the Penny Stock Rules of the SEC and the trading
market in our common stock is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our common
stock.





The
Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the
definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, Rule 15g-9
requires:





●
            that
      a broker or dealer approve a person’s account for transactions in penny
      stocks; and





●
            the
      broker or dealer receives from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person’s account for transactions in penny stocks, the broker or
dealer must:





●
            obtain
      financial information and investment experience objectives of the person;
      and





●
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:





●
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and





●
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





State
blue sky registration; potential limitations on resale of the Company’s common
stock





The
holders of the Company’s shares of common stock registered under the Exchange
Act and those persons who desire to purchase them in any trading market that may
develop in the future, should be aware that there may be state blue-sky law
restrictions upon the ability of investors to resell the Company’s securities.
Accordingly, investors should consider the secondary market for the Registrant’s
securities to be limited.





It is our
intention during 2009 to seek coverage and publication of information regarding
the Company in an accepted publication manual which permits a manual exemption.
The manual exemption permits a security to be distributed in a particular state
without being registered if the Registrant issuing the security has a listing
for that security in a securities manual recognized by the state. However, it is
not enough for the security to be listed in a recognized manual. The listing
entry must contain (1) the names of issuers, officers, and directors, (2) an
issuer’s balance sheet, and (3) a profit and loss statement for either the
fiscal year preceding the balance sheet or for the most recent fiscal year of
operations. Furthermore, the manual exemption is a non-issuer exemption
restricted to secondary trading transactions, making it unavailable for issuers
selling newly issued securities.





Most of
the accepted manuals are those published by Standard and Poor’s, Moody’s
Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and
many states expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.





Dividends
unlikely





The
Company does not expect to pay dividends for the foreseeable future because it
has no revenues or cash resources. The payment of dividends will be contingent
upon the Company’s future revenues and earnings, if any, capital requirements
and overall financial conditions. The payment of any future dividends will be
within the discretion of the Company’s board of directors as then constituted.
Management expects to retain any earnings for use in its business operations
and, accordingly, we do not anticipate declaring any dividends in the
foreseeable future.





11


ITEM
1B.  UNRESOLVED STAFF COMMENTS





On
December 16, 2008, the Company received a letter from the SEC regarding the 2007
10-KSB.  The Company has not yet responded to the SEC
comments.





ITEM
2. DESCRIPTION OF PROPERTIES





The
Registrant’s corporate office is located at 2370 Watson Ct., Suite 110, Palo
Alto CA 94303, which space consists of approximately 5,600 square feet of
executive office space which it shares with Hirsch and its affiliates and which
is provided to us without charge. We believe that the office facilities are
sufficient for the foreseeable future.





ITEM
3. LEGAL PROCEEDING





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS





During
the year ended December 31, 2008, no matters were submitted to a vote of
security holders.





PART
II





ITEM
5.  MARKET FOR
REGISTRANT’S COMMON EQUITY.  RELATED STOCKHOLDERS MATTERS AND ISSUERPURCHASE OF EQUITY
SECURITIES





Market
Information





Our
common stock is quoted on the OTCBB under the symbol “SLAW”.  The
following table shows the high and low bid prices of our common stock, as quoted
on the OTCBB, by quarter during our last fiscal year when trading
began.  These quotes reflect inter-dealer prices, without retail
markup, markdown or commissions and may not represent actual
transactions.  The information below was obtained from the OTCBB, for
the respective periods.





Year
      Ending December 31, 2009
            
            High
            
            
            Low1st
      Quarter (through May 9, 2009)
            
            $
            1.65
            
            
            $
            0.15Year
      Ended December 31, 200811st
      Quarter
            
            $
            1.74
            
            
            $
            0.282nd
      Quarter
            
            
            1.01
            
            
            
            0.253rd
      Quarter
            
            
            1.00
            
            
            
            0.204th
      Quarter
            
            
            1.01
            
            
            
            0.12


1
              Over-the-counter
      market quotations may reflect inter-dealer prices, without retail mark-up,
      mark-downs or commissions and may not necessarily represent actual
      transactions.




Holders





As of May
8, 2009, there were approximately 292 holders of record of our common
stock.  This number does not include beneficial owners of common stock
whose shares are held in the names of various dealers, clearing agencies, banks,
brokers and other fiduciaries.





Dividends





We have
never declared or paid any dividends.  We anticipate, as our board of
directors deems appropriate, that we will continue to retain all earnings for
use in our business.





12


Securities
Authorized For Issuance Under Equity Compensation Plans





None.





Item
6. SELECTED FINANCIAL
DATA





We are a
smaller reporting company as defined in 17 CFR229.10(f)(I) and are not required
to provide information required by this item, per Item 301 of Regulation S-K (17
CFR 229.201)





ITEM
7.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS





Plan
of Operations





The
Company is in the development stage, and as such has not generated any revenues,
and does not expect to generate any revenues in the foreseeable future. The
Company has incurred nominal operating costs associated with its plan of
operation.





Following
the change in control in December 2007, the Company has shifted its focus to
becoming an operating company in the renewable energy sector. The Company has
spent its limited resources in connection with such efforts, but has not yet
been successful in entering into definitive arrangements to develop or sell any
specific products or services. To date, the Company has focused its effort to
develop and/or market advanced photo-voltaic solar products.





The
Company’s business plan is to: (i) enter and expand into the solar and related
renewable energy market, and (ii) fund its expansion through the sale of Company
equity or debt. As we continue the development and sale of solar technologies
and enter into related solar ventures, the Company may have to seek additional
funding through the issuance of debt instruments to lenders or equity to
investors in arm’s length transactions. These funds will either be borrowed by
management or raised in private offerings. We can give no assurance that the
requisite funding will be obtained.





Results
of Operations





For the
year ended 2008 we sustained a net operating loss of $36,425,823 as compared to
a loss of $142,474 for the same twelve month period ended December 31, 2007. In
2008 we did not have any revenues.  From January 1, 2008, the Company
has generated a total of $36,425,823 in net operating losses.





Increase
is the result of $30,000,000 impairment of investment in Nok Bong, $6,000,000
consulting fees by issuing 10,000,000 common shares, $200,000 brokerage fees by
issuing 1,000,000 Series B preferred shares and $186,146 in research and
development expenses.




Liquidity





To
support planned operations during the second half of 2009 and beyond, additional
capital will be required. At this time we do not have any cash on
hand.  Our necessary expenses have been paid by our majority
shareholder, Hirsch Capital.  It is management’s intent to raise funds
to generate the capital required to support expanding operations.





13


Recent
Accounting Pronouncements





On
November 5, 2007, the SEC issued SAB No. 109, Written Loan Commitments Recorded
at Fair Value Through Earnings (“SAB 109”). SAB 109 provides guidance on the
accounting for written loan commitments recorded at fair value under generally
accepted accounting principles. Specifically, the SAB revises the Staff’s views
on incorporating expected net future cash flows related to loan servicing
activities in the fair value measurement of a written loan commitment. SAB 109,
which supersedes SAB 105, Application of Accounting Principles to Loan
Commitments, requires the expected net future cash flows related to the
associated servicing of the loan be included in the measurement of all written
loan commitments that are accounted for at fair value through earnings. SAB 109
is effective in fiscal quarters beginning after December 15, 2007. The adoption
of SAB 109 did not have a material impact on our financial
statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
141(R), Business Combinations, which replaces SFAS No. 141. SFAS No. 141(R)
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. The statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effects of the business
combination. SFAS 141(R) is effective for calendar year companies on January 1,
2009. We do not anticipate that the adoption of SFAS 141(R) will have a material
effect on accounting for business combinations once adopted, but the effect is
dependent upon acquisitions at that time.





In
December 2007, the SEC issued SAB 110. SAB 110 expresses the views of the staff
regarding the use of a “simplified” method, as discussed in SAB No. 107 (“SAB
107”), in developing an estimate of expected term of “plain vanilla” share
options in accordance with SFAS No. 123 (revised 2004) which is effective on
January 1, 2008. The adoption of SAB 110 did not have a material impact on our
financial statements.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, and amendment of SFAS No. 133 (“SFAS No. 161”). This
statement will require additional disclosures about how and why we use
derivative financial instruments, how derivative instruments and related hedged
items are accounted for under SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”, as amended and interpreted (“SFAS No.
133”), and how derivative instruments and related hedged items affect our
financial position, results of operations, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008; however early adoption is encouraged, as are
comparative disclosures for earlier periods. We do not believe that the adoption
of SFAS No. 161 will have a material impact on our financial
statements.





In April
2008, the FASB issued FASB Staff Position (“FSP”) No. SFAS 142-3, Determination
of the Useful Life of Intangible Assets, (“SFAS 142-3”). FAS 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under SFAS
No. 142, “Goodwill and Other Intangible Assets” and also requires expanded
disclosure related to the determination of intangible asset useful lives. SFAS
142-3 is effective for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. We do not believe the adoption of SFAS 142-3 will have a
material impact on our financial statements.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS No. 162”). SFAS No. 162 identifies the sources of
accounting principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States. This Statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles. We currently adhere to the
hierarchy of GAAP as presented in SFAS No. 162, and do not expect its adoption
will have a material impact on our results of operations and financial
condition.





In May
2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
(“FSP APB 14-1”). FSP APB 14-1 requires issuers of convertible debt instruments
that may be settled in cash upon conversion to account separately for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. We do not anticipate that the adoption of FSP APB 14-1 will
have a material effect on our results of operations or financial
position.





14




ITEM
7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





At
December 31, 2008, we had $152 of cash on hand.




The
Company has no revenues and is dependent upon the willingness of the Company's
Management or affiliated parties to fund the costs associated with the reporting
obligations under the Exchange Act, other administrative costs associated with
the Company's corporate existence and expenses related to the Company's business
objective. The Company is not likely to generate any revenues until it
consummates additional agreements with NOK-BONG, 3Soft and others. The Company
anticipates that it will have access to sufficient financial resources to
continue to pay accounting and other professional fees and other miscellaneous
expenses that may be required until the Company can generate positive cash flow
from operations. In the event that the Company's available financial resources
from its significant stockholders prove to be insufficient for the purpose of
achieving its business objective, the Company will be required to seek
additional financing. The Company's failure to secure additional financing could
have a material adverse affect on the Company's stockholders. The Company does
not have any arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that any such arrangement
would be available on terms acceptable and in the Company's best interests. The
Company does not have any written agreement with Management or its significant
stockholders to provide funds for the Company's operating
expenses.  The financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.




ITEM
8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
 
 CONTENTS
 
 PAGEReport
      Of Independent Registered Public Accounting Firm
              F-1FINANCIAL
      STATEMENTSBalance
      Sheets As Of December 31, 2008 and 2007
              F-2Statements
      of Changes in Stockholders’ Equity for the years ended December 31, 2008
      and 2007
              F-3Statements
      of Operations for the for the years ended December 31, 2008 and 2007 and
      for the Period from Date of Inception (January 1, 2008) through December
      1, 2008
              F-4Statements
      of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the
      Period from Date of Inception (January 1, 2008) through December 1,
      2008
              F-5Notes
      to Financial Statements
              F-6


15




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
 Stockholders
of St. Lawrence Energy Corp.
  We have
audited the accompanying balance sheet of St. Lawrence Energy Corp. as of
December 31, 2008, and the related statements of operations, changes in
stockholders’ equity, and cash flows for the year then ended. St. Lawrence
Energy Corp.’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of St. Lawrence Energy Corp. as of
December 31, 2008, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note C to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
   /s/
Rotenberg & Co. LLP
  Rochester,
New York
 May 15,
2009









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
   To the
Board of Directors and Stockholders
  St.
Lawrence Energy Corporation
  I have
audited the accompanying balance sheet of St. Lawrence Energy Corporation (f/k/a
Uromed Corp) as of December 31, 2007and 2006 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
  I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those
standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor was I engaged to perform,
an audit of its internal control over financial reporting. My audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, I express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
  In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of St. Lawrence Energy Corporation
(f/k/a Uromed Corp) as of December 31, 2007 and 2006 and the results of its
operations, changes in stockholders' deficiency and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
  The
Company adopted "fresh-start" accounting as of May 16, 2002. The impact of this
is more fully described in note 1 of the financial statements. Also discussed in
the notes and effective January 1, 2006, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based
Payment.
  April 10,
2008
 /s/ Michael F.
      CroninMichael
      F. CroninCertified
      Public AccountantRochester,
      New York


F-1
 
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
UROMED CORPORATION)
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 BALANCE
      SHEETSDecember
      31,
                                          
                                          2008
                                          
                                          
                                          2007ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                                          
                                          $
                                          152
                                          
                                          
                                          $
                                          —Due
      from Related Party
                                          
                                          
                                          1,789,241
                                          
                                          
                                          
                                          —Total
      Assets
                                          
                                          $
                                          1,789,393
                                          
                                          
                                          
                                          —LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
                                          
                                          $
                                          6,716
                                          
                                          
                                          $
                                          3,500Total
      Current Liabilities
                                          
                                          
                                          6,716
                                          
                                          
                                          
                                          3,500Stockholders'
      EquityPreferred
      Stock - A:  $.0001 Par; 1,000,000 Shares
    Authorized,30,000
      Issued and Outstanding
                                          
                                          
                                          3
                                          
                                          
                                          
                                          3Preferred
      Stock - B:  $.0001 Par; 4,000,000 Shares
    Authorized,1,000,000
      and -0- Issued and Outstanding, respectively
                                          
                                          
                                          100
                                          
                                          
                                          
                                          —Common
      Stock:  $.0001 Par; 495,000,000 Shares
    Authorized;31,865,767
      and 531,766 Issued and Outstanding, respectively
                                          
                                          
                                          3,186
                                          
                                          
                                          
                                          53Additional
      Paid-In-Capital
                                          
                                          
                                          38,358,160
                                          
                                          
                                          
                                          149,393Deficit
      Accumulated During Development Stage
                                          
                                          
                                          (36,578,772
                                          )
                                          
                                          
                                          (152,949
                                          )Total
      Stockholders' Equity
                                          
                                          
                                          1,782,677
                                          
                                          
                                          
                                          (3,500
                                          )Total
      Liabilities and Stockholders' Equity
                                          
                                          $
                                          1,789,393
                                          
                                          
                                          $
                                          —
   The
accompanying notes are an integral part of these financial
statements.


F-2




ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
UROMED CORPORATION)
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
   STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITYDeficitAccumulatedPreferred
      Stock -A
                      
                      
                      Preferred
      Stock -B
                      
                      
                      Common
      Stock
                      
                      
                      Additional
                      
                      
                      During
                      
                      
                      TotalNumber
                      
                      
                      
                      
                      
                      Number
                      
                      
                      
                      
                      
                      Number
                      
                      
                      
                      
                      
                      Paid-In
                      
                      
                      Development
                      
                      
                      Stockholders'of
      Shares
                      
                      
                      Value
                      
                      
                      of
      Shares
                      
                      
                      Value
                      
                      
                      of
      Shares
                      
                      
                      Value
                      
                      
                      Capital
                      
                      
                      Stage
                      
                      
                      DeficitBalance
      - January 1, 2007
                      
                      
                      30,000
                      
                      
                      $
                      3
                      
                      
                      
                      —
                      
                      
                      $
                      —
                      
                      
                      
                      531,766
                      
                      
                      $
                      53
                      
                      
                      $
                      90,826
                      
                      
                      $
                      (110,475
                      )
                      
                      $
                      (19,593
                      )Conversion
      of Amounts Owed toRelated
      Parties
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      58,567
                      
                      
                      
                      —
                      
                      
                      
                      58,567Net
      Loss
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (42,474
                      )
                      
                      
                      (42,474
                      )Balance
      - December 31, 2007
                      
                      
                      30,000
                      
                      
                      
                      3
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      531,766
                      
                      
                      
                      53
                      
                      
                      
                      149,393
                      
                      
                      
                      (152,949
                      )
                      
                      
                      (3,500
                      )Common
      Stock Issued in Exchange forEquity
      Investment
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      20,000,000
                      
                      
                      
                      2,000
                      
                      
                      
                      29,998,000
                      
                      
                      
                      —
                      
                      
                      
                      30,000,000Common
      Stock Issued for Services
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      10,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      5,999,000
                      
                      
                      
                      —
                      
                      
                      
                      6,000,000Common
      Stock Issued for Cash
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,334,000
                      
                      
                      
                      133
                      
                      
                      
                      1,999,867
                      
                      
                      
                      —
                      
                      
                      
                      2,000,000Preferred
      Stock Issued for Services
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,000,000
                      
                      
                      
                      100
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      199,900
                      
                      
                      
                      —
                      
                      
                      
                      200,000Contributed
      Services
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      12,000
                      
                      
                      
                      
                      
                      
                      
                      12,000Net
      Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (36,425,823
                      )
                      
                      
                      (36,425,823
                      )Balance
      - December 31, 2008
                      
                      
                      30,000
                      
                      
                      $
                      3
                      
                      
                      
                      1,000,000
                      
                      
                      $
                      100
                      
                      
                      
                      31,865,766
                      
                      
                      $
                      3,186
                      
                      
                      $
                      38,358,160
                      
                      
                      $
                      (36,578,772
                      )
                      
                      $
                      1,782,667


F-3




ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
UROMED CORPORATION)
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California




STATEMENTS
      OF OPERATIONSPeriod
      FromDate
      of Inception(January
      1, 2008)ThroughFor
      the Years Ended December 31,
              
              2008
              
              
              2007
              
              
              December
      31, 2008Revenues
              
              $
              —
              
              
              $
              —
              
              
              $
              —ExpensesGeneral
      and Administrative
              
              
              6,239,675
              
              
              
              42,474
              
              
              
              6,239,675Research
      and Development
              
              
              186,148
              
              
              
              —
              
              
              
              186,148Total
      Expenses
              
              
              6,425,823
              
              
              
              42,474
              
              
              
              6,425,823Net
      Loss Before Investment ImpairmentInvestment
      Impairment
              
              
              30,000,000
              
              
              
              —
              
              
              
              30,000,000Net
      Loss Before Income Tax
              
              
              (36,425,823
              )
              
              
              (42,474
              )
              
              
              (36,425,823
              )Income
      Tax
              
              
              —
              
              
              
              —
              
              
              
              —Net
      Loss
              
              $
              (36,425,823
              )
              
              $
              (42,474
              )
              
              $
              (36,425,823
              )Loss
      per Share - Basic and Diluted
              
              $
              (1.30
              )
              
              $
              (0.08
              )
              
              $
              (1.30
              )Weighted
      Average Common Shares Outstanding
              
              
              28,047,892
              
              
              
              531,766
              
              
              
              28,047,892





The
accompanying notes are an integral part of these financial
statements.


F-4




ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
UROMED CORPORATION)
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California




STATEMENTS
      OF CASH FLOWSPeriod
      FromDate
      of Inception(January
      1, 2008)ThroughFor
      the Years Ended December 31,
                
                2008
                
                
                2007
                
                
                December
      31, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
                
                $
                (36,425,823
                )
                
                $
                (42,474
                )
                
                $
                (36,425,823
                )Adjustments
      to Reconcile Net Loss toNet
      Cash Flows from Operating Activities:Common
      Stock Issued for Services
                
                
                6,000,000
                
                
                
                —
                
                
                
                6,000,000Preferred
      Stock Issued for Services
                
                
                200,000
                
                
                
                —
                
                
                
                200,000Investment
      Impairment
                
                
                30,000,000
                
                
                
                —
                
                
                
                30,000,000Fair
      Value of Services Provided by Related Parties
                12,000
                
                
                
                34,500
                
                
                
                12,000Changes
      in Assets and Liabilities:Accounts
      Payable
                
                
                3,216
                
                
                
                3,000
                
                
                
                3,216Net
      Cash Flows from Operating Activities
                
                
                (210,607
                )
                
                
                (4,974
                )
                
                
                (210,607
                )Net
      Cash Flows from Investing Activities
                
                
                —
                
                
                
                —
                
                
                
                —Cash
      Flows from Financing ActivitiesCash
      Advance by Related Party
                
                
                (1,789,241
                )
                
                
                4,967
                
                
                
                (1,789,241
                )Common
      Stock Issued for Cash
                
                
                2,000,000
                
                
                
                —
                
                
                
                2,000,000Net
      Cash Flows from Financing Activities
                
                
                210,759
                
                
                
                4,967
                
                
                
                210,759Net
      Change in Cash and Cash Equivalents
                
                
                152
                
                
                
                (7
                )
                
                
                152Cash
      and Cash Equivalents - Beginning of Year
                
                
                —
                
                
                
                7
                
                
                
                —Cash
      and Cash Equivalents - End of Year
                
                $
                152
                
                
                $
                —
                
                
                $
                152Supplemental
      Non-Cash Investing and Financing Activities:Investment
      in Nok Bong in exchange for common shares
                
                $
                30,000,000
                
                
                $
                —
                
                
                $
                30,000,000Cash
      Paid During the Year for:Interest
                
                $
                —
                
                
                $
                —
                
                
                $
                —Income
      Taxes
                
                $
                —
                
                
                $
                —
                
                
                $
                —










F-5
 
  ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
 
 
 Note
A - The
Company
 St.
Lawrence Energy Corp., formerly UroMed Corporation, d/b/a ALLIANT Medical
Technologies, (the “Company”), was incorporated in Massachusetts in October 1990
and changed its domicile to Delaware in January 2006.  Prior to filing
for bankruptcy under Chapter 7 in 2002, UroMed marketed a portfolio of products
utilized for cancer radiation therapy and prostate cancer surgery.  On
December 21, 2007, the Company changed its name form UroMed Corporation to St.
Lawrence Energy Corp.   The Company’s principal office is located
in Palo Alto, California.
 
 On May
15, 2002, the Company filed a voluntary Chapter 7 petition under the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts
(case no. 02-13545).  As a result of the filing, all of the Company’s
properties were transferred to a United States Trustee and all business
operations were terminated.  The Bankruptcy Trustee has disposed of
all of the assets.  On January 19, 2005, the Bankruptcy Court approved
an Order confirming the sale of debtor’s interest in personal property to Park
Avenue Group Inc.
 
 Basis
of Presentation
 The
Company adopted “fresh-start” accounting as of January 15, 2005 in accordance
with procedures specified by AICPA Statement of Position (“SOP”) No. 90-7,
“Financial Reporting by  Entities in Reorganization under the
Bankruptcy Code.
      The
accounts of the former subsidiaries were not included in the bankruptcy sale and
have not been carried forward.
 
 Scope
of Business
 Subsequent
to the emergence from bankruptcy the Company became an empty
shell.  As of January 1, 2008, the changed its primary business
objective from a shell company to an operating company in the renewable energy
sector.  At present the Company is focusing its efforts on development
and/or marketing of solar and advanced photo-voltaic solar
products.
 
 Note
B - Summary of Significant Accounting Policies Method of Accounting
 The
Company maintains its books and prepares its financial statements on the accrual
basis of accounting.
  F-6
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
 Cash
and Cash Equivalents
 Cash and
cash equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or
less.  The Company maintains cash and cash equivalents at financial
institutions, which periodically may exceed federally insured
amounts.
 
 Income
Taxes
 The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes”, using the asset and
liability approach, which requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and
liabilities.  This method utilizes enacted statutory tax rates in
effect for the year in which the temporary differences are expected to reverse
and gives immediate effect to changes in income tax rates upon
enactment.  Deferred tax assets are recognized, net of any valuation
allowance, for temporary differences and net operating loss and tax credit carry
forwards.  Deferred income tax expense represents the change in net
deferred assets and liability balances.
 
 Earnings
per Share
 Earnings per share of
common stock are computed in accordance with SFAS No, 128, “Earnings per
Share”.Basic earnings per share are computed by dividing
income or loss available to common shareholders by the weighted-average number
of common shares outstanding for each period.  Diluted earnings per
share are calculated by adjusting the weighted average number of shares
outstanding assuming conversion of all potentially dilutive stock options,
warrants and convertible securities, if dilutive. Common stock equivalents that
are anti-dilutive are excluded from both diluted weighted average number of
common shares outstanding and diluted earnings per share.
 
 Financial
Instruments
 The
Company’s financial instruments consist of cash, due from related party,
accounts payable and accrued expenses. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial
instruments.  The fair value of these financial instruments
approximates their carrying value, unless otherwise noted.
 
 Use
of Estimates
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Stock-Based
Compensation
 SFAS No.
123R requires all share-based payment to employees, including grants of employee
stock options, to be recognized as compensation expense in the financial
statements based on their fair values.  That expense will be
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company has selected the Black-Scholes option
pricing model as the most appropriate fair value method.   The
Company does not currently have any outstanding options subject to future
vesting.
  F-7
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
 
 Note
C - Going Concern
 The
Company’s  financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
reported recurring losses from operations.  As a result, there is an
accumulated deficit of $36,578,772 at December 31, 2008.
 
 The
Company has no revenues and is dependent upon the willingness of the Company's
Management or affiliated parties to fund the costs associated with the reporting
obligations under the Exchange Act, other administrative costs associated with
the Company's corporate existence and expenses related to the Company's business
objective. The Company is not likely to generate any revenues until its product
is fully developed. The Company anticipates that it will have access to
sufficient financial resources to continue to pay accounting and other
professional fees and other miscellaneous expenses that may be required until
the Company can generate positive cash flow from operations. In the event that
the Company's available financial resources from its significant stockholders
prove to be insufficient for the purpose of achieving its business objective,
the Company will be required to seek additional financing. The Company's failure
to secure additional financing could have a material adverse affect on the
Company's stockholders. The Company does not have any arrangements with any bank
or financial institution to secure additional financing and there can be no
assurance that any such arrangement would be available on terms acceptable and
in the Company's best interests. The Company does not have any written agreement
with Management or its significant stockholders to provide funds for the
Company's operating expenses.  The financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
 
 Note
D - Recently Issued Accounting Standards
 
 F-8
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
Measurements”.  SFAS 157 defines fair value, establishes a framework
for measuring fair value, and expands disclosures about fair value
measurements.  SFAS 157 is effective as of the beginning of the first
fiscal year that begins after November 15, 2007.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
December, 2008.  The adoption of SFAS 157 did not have a material
effect on its  financial statements.
 
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  This Statement applies to all entities,
including not-for-profit organizations.  SFAS 159 is effective as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended December, 2008.  The adoption
of SFAS 159 did not have a material effect on its  financial
statements.
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 160, "Non-controlling Interests in
Financial Statements, an amendment of ARB No. 51”.  SFAS 160
establishes accounting and reporting standards for the non-controlling interest
in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008.  As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December, 2009.  The Company is currently evaluating the impact of
SFAS 160 on its  financial statements but does not expect it to have a
material effect.
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business
Combinations”.  SFAS 141(R) establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, an any non-controlling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141(R) is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
December,, 2009.  The Company is currently evaluating the impact of
SFAS 141(R) on its  financial statements but does not expect it to
have a material effect.
  F-9
 
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
  In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended December, 2009.  The Company is currently evaluating the
impact of SFAS 161 on its financial statements but does not expect it to have a
material effect.
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its  financial statements but does not expect it to have a
material effect.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS
163”).  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that
Statement.  SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended December,,
2009.  The Company is currently evaluating the impact of SFAS 163 on
its financial statements but does not expect it to have a material
effect.
 
 Note
E – Fresh Start Accounting and Bankruptcy Proceedings
  On May
15, 2002, the Company filed a voluntary Chapter 7 petition under the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court District of Massachusetts (case no.
02-13545).  On January 19, 2005, the Bankruptcy Court approved an
Order confirming the sale of debtor’s interest in personal property to Park
Avenue Group Inc. The Court order provided that the sale was free and clear of
liens, claims and interests of others and that the sale was free and clear of
any and all other real or personal property interests, including any interests
of UroMed’s subsidiaries.  It was on this date, January 19, 2005, that
the Company adopted “fresh-start” accounting, in accordance with procedures
specified by the AICPA Statement of Position (SOP) No. 90-7 “Financial Reporting
by Entities in Reorganization under the Bankruptcy Code.”
 
 Note
F – Stock Transactions
 On May
20, 2006 pursuant to the Bankruptcy Court Order dated January 16, 2005, the
board of directors approved and authorized an amendment to the Company’s
Articles of Incorporation and increased the number of Common authorized shares
to 100,000,000, changed the par value of Common and Preferred shares to $.0001
and designated 1,000,000 series A preferred stock and issued 900,000 of such
shares.  Each share of Preferred A carries 10 to 1 voting rights and
is not convertible into common stock.
 
 On
January 8, 2007, the Company declared a reverse split of the common
stock.  The formula provided that every thirty (30) issued and
outstanding shares of common stock of the Corporation be automatically split
into one (1) share of common stock.  Any resulting share ownership
interest of fractional shares was rounded up to the first whole integer in such
manner that all rounding was done to the next single share and each and every
shareholder would own at least one (1) share.  The reverse stock split
was effective January 8, 2007 for holders of record at January 8,
2007.  Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this reverse
split.  All per share disclosures retroactively reflect shares
outstanding or issuable as though the reverse split had occurred January 1,
2006.  Each share of common stock carries 1 to 1 voting
rights.
  F-10
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
 
 
 NOTES
TO  FINANCIAL STATEMENTS
 
 On
January 14, 2008 the Board of Directors and a majority of the voting securities
of the Company approved an amendment and restatement of the Company’s
Certificate of Incorporation.  The amendment provided for an increase
in the authorized common stock to 495,000,000 and 5,000,000 Preferred
stock.  The amendment further provided that a second class of
Preferred Stock be established at $.0001 par with 100 to 1 voting rights and
convertible into common stock at 1 to 1.  This stock would be
classified as Class B, with 4,000,000 shares authorized. Class A Preferred Stock
would have an additional 970,000 authorized bringing the total authorized to
1,000,000.
 
 On
January 8, 2008 the Company effectively traded 20,000,000 shares of Common Stock
valued at $30,000,000 for 400,000 shares of common stock (30% interest) in a
private company located in the Republic of Korea.
 
 On
January 14, 2008 the Company entered into a Stock Subscription Agreement with
3Soft, Inc. (the "3Soft Subscription Agreement"), pursuant to which 3Soft, Inc.,
a company organized under the laws of the Republic of Korea whose shares trade
publicly on the Korean KOSDAQ market under the symbol 036360.KQ ("3Soft"),
agreed to purchase for $10 million in immediately available funds, shares of the
Company's authorized but unissued Common Stock at a price per share equal to the
higher of $1.50 or 85% of the closing price of our Common Stock on the trading
day immediately preceding the date (a "Closing Date") on which 3Soft purchases
any of the shares of the Company's Common Stock. Pursuant to the 3Soft
Subscription Agreement, 3Soft purchased in January 2008 for $2 million directly
from the Company 1,334,000 shares of Common Stock and agreed to purchase the
remaining $8 million during the first quarter of 2008. 3Soft has indicated to us
that it would not complete its purchase of our stock during the first quarter of
2008, and we have continued our discussions with 3Soft concerning an amendment
of the 3Soft Subscription Agreement. 3Soft develops, manufactures and markets
sophisticated and precision instruments and systems.
 
 OnJanuary 14, 2008
the Company entered into a Stock Subscription Agreement with Hirsh
Capital  Corp. (A California Corporation) pursuant to which Hirsch
subscribed for one million (1,000,000) shares of Series B Preferred Stock of the
Company. The consideration received by the Company for the exchange of the one
million (1,000,000) shares of its Series B Preferred Stock to Hirsch includes
the transformation of the Company from a shell company into an operating company
in the energy sector by encouraging NOK-BONG and 3Soft to enter into the
transactions described in the Form 8-K and further business relationships with
the Company, NOK-BONG and 3Soft.  Therefore, the Company recorded an
expense of $200,000 for the year ended December 31, 2008 in consideration for
services rendered.
 
 On April 22, 2008 the
Companyissued 10,000,000 shares of Common Stock valued at $.60 per share
totaling $6,000,000 to a consultant in consideration for services to be rendered
to the Company in pursuing similar companies to work with St. Lawrence in the
energy sector.
  F-11
 ST.
LAWRENCE ENERGY CORP.
 (FORMERLY
KNOWN AS UROMED CORPORATION)
 (A
DELAWARE CORPORATION)
 Palo
Alto, California
  NOTES
TO  FINANCIAL STATEMENTS
 
 
 Note
G – Related Party Transactions
 The
former officers and principal stockholders provided, without cost to the
Company, services and office space. The total of these expenses was $12,000 and
$34,500 for the years ended December 31, 2008 and 2007, respectively. Amounts
accrued and payable at December 31, 2007 of $ 58,567 were converted to
additional paid-in-capital.
  
  Note
H – Investment
 On
January 8, 2008 the Company traded 20,000,000 common shares valued at $1.50 per
share totaling $30,000,000 for 400,000 shares of common stock of Nok Bong, a
shipping company in the Republic of Korea. The investment has been recorded on
the equity method, however, the Company has been unable to obtain any financial
information from Nok Bong to determine its pro-rata share of profit or loss as
required by the equity method. Furthermore, since no financial information is
available, the Company cannot determine its value of its investment in Nok Bong
and therefore an impairment of $30,000,000 is expensed for the year ended
December 31, 2008. Additionally, Nuk Bong has experienced difficulty in meeting
its performance obligations with respect to its contractual
responsibilities.
 Note
I – Research and Development
 On
December 2, 2008 the Company announced that it has entered into a joint solar
energy technology development agreement with NASA(National Aeronautics and
Space Administration). Through the agreement, both St. Lawrence and NASA will
jointly cooperate in developing the next generation, more efficient, solar
energy technologies.
 
 St.
Lawrence has engaged 3Soft, Inc. of South Korea in partnership for product
adaptation and marketing to major markets in Asia. 3Soft's capability in
manufacturing and implementation will allow St. Lawrence to leverage off 3Soft
successes with its manufacturing sophistication. 3Soft is expected to continue
with its participation in St. Lawrence's solar venture and to shorten time to
market.
 
 For the
years ended December 31, 2008 and 2007, research and development was $186,148
and $-0-, respectively.


F-12


ITEM
9.  Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None.





ITEM
9A. Controls and
Procedures


Evaluation
of Disclosure Controls and Procedures
  As of
December 31, 2008, management performed, with the participation of our Chief
Executive Officer and Chief Financial Officer, an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and
procedures are designed to ensure that information required to be disclosed in
the report we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s forms,
and that such information is accumulated and communicated to our management
including our Chief Executive Officer and our Chief Financial Officer, to allow
timely decisions regarding required disclosures. Based on the evaluation and the
identification of the material weaknesses in our internal control over financial
reporting described below, our Chief Executive Officer and our Chief Financial
Officer concluded that, as of December 31, 2008, our disclosure controls and
procedures were not effective.
  Management’s
Report on Internal Control Over Financial Reporting
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projection of any evaluation of effectiveness to
future periods is subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
  Management
has conducted, with the participation of our Chief Executive Officer and our
Chief Financial Officer, an assessment, including testing of the effectiveness,
of our internal control over financial reporting as of December 31, 2008.
Management’s assessment of internal control over financial reporting was
conducted using the criteria in Internal Control over Financial
Reporting - Guidance for Smaller Public Companies issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”).
  A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. In connection with our
management’s assessment of our internal control over financial reporting as
required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the
following material weaknesses in our internal control over financial reporting
as of December 31, 2008:
 
 Stock
Transactions
 
 Upon
examination of the stock transactions, we noted the following
deficiencies:
 
 ·
              Significant
      equity transactions were not
recorded.
 ·
              Significant
      common stock was issued to a consultant without the Board of Directors’
      approval.
 ·
              Management
      failed to assess the fair value of stock issue for
    services.
 
 Investment
 
 Our audit
procedures disclosed that the Company did not perform the review of investment
for its annual impairment test. As a result, the fair value of the investment at
the year end may not be correct.
 
 Board
Minutes
 
 Our audit
procedures disclosed that minutes of the meetings of the board of directors are
not maintained. As a result, there is no assurance regarding the discussion that
may have taken place at a meeting of the board and likewise, no assurance
regarding official actions of the board that may have had a financial
impact.
 
 Because
of the material weaknesses noted above, management has concluded that we did not
maintain effective internal control over financial reporting as of December 31,
2008, based on Internal
Control over Financial Reporting - Guidance for Smaller Public Companies
issued by COSO.
 
 Remediation
of Material Weaknesses in Internal Control over Financial Reporting
 
 We are in
the process of implementing remediation efforts with respect to the material
weaknesses noted above as follows:
 
 We
believe the foregoing efforts will enable us to improve our internal control
over financial reporting. Management is committed to continuing efforts aimed at
improving the design adequacy and operational effectiveness of its system of
internal controls. The remediation efforts noted above will be subject to our
internal control assessment, testing and evaluation process.
  This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Commission that permit
the company to provide only management's report in this quarterly
report.





ITEM
9B.  OTHER
INFORMATION





None.





16





PART
III





ITEM
10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Directors
and Executive Officers





Our
current officers and directors are listed below.  Each of our
directors will serve for one year or until their respective successors are
elected and qualified.  Our officers serve at the pleasure of the
board of directors.





Name
            
            Age
            
            Position
            
            Start
      of TermW.
      Benjamin Garst, Jr.
            
            66
            
            CEO,
      CFO
              Chairman
      of the Board
              Director
            
            December
      21, 2007Anthony
      U. Martinez
            
            64
            
            Director
            
            December
      21, 2007





Ben
Garst, age 65, has been Chairman of the Board of Hirsch Capital Corp., a private
company, for the past year. For the prior four years, Mr. Garst has been engaged
in a number of start up businesses utilizing his thirty year experience in
managing and directing sales/marketing organizations in a variety of industries,
such as multi-national design firms, architectural firms, computer hardware /
network security manufacturers and nanotechnology development
companies.





Anthony
U. Martinez, age 63, is currently and has for the last 5 years been an Associate
Professor at Argosy University and an Instructor at San Francisco State
University.





Family
Relationships


There are
no family relationships among any of our directors or executive
officers.





Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees, including judgments finding
violations of any federal or state securities or commodities law, material to
the evaluation of the ability and integrity of any of our directors, executive
officers, promoters or control persons during the past five years.





Independent
Registered Public Accounting Firm





The firm
of Rotenberg and Company, LLP has been appointed to serve as our independent
registered public accounting firm for the 2009 fiscal year unless the Board of
Directors deems it advisable to make a substitution.





ITEM
11.  EXECUTIVE
COMPENSATION





No
compensation of cash or equity has been paid or granted for the employment of
our officers or for the services of our directors.





ITEM
12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER
MATTERS





The
following table sets forth the securities ownership of our directors, named
executive officers, and any person or group who is known to us to be the
beneficial owner of more than five percent of our voting stock as of May 8,
2009:





Title of Class
            
            Name and Address of Beneficial Owner1
            
            Amount
      and Nature of Beneficial Owner1
            
            Percent
      of classCommon
      Stock
            
            W.
      Benjamin Garst, Jr.2
            
            100,578,231
            
            76.1Common
      Stock
            
            Anthony
      U. Martinez3
            
            0
            
            0%Common
      Stock
            
            All
      directors and executive officers as a group (4 persons)
            
            0
            
            76.1%Common
      Stock
            
            Nok-Bong
      Shipping Co. Ltd.
              Sunungo-RI
      Sadung-Myson
              Geojes
      City, Gyeongnam Province,
              Republic Korea
            
            20,000,000
            
            15.1%


1Applicable
percentage ownership is based on 132,165,767 shares of total voting stock
outstanding at May89, 2009.  The number of shares of voting stock
owned are those “beneficially owned” as determined under the rules of the SEC,
including any shares of voting stock as to which a person has sole or shared
voting or investment power and any shares of voting stock which the person has
the right to acquire within sixty days through the exercise of any option,
warrant or right.  All addresses are 2370 Watson Ct., Suite 110, Palo,
Alton CA 94303, unless otherwise noted.




2Includes
100,578,231 shares owned by Hirsch Capital Corp.  Mr. Garst is the CEO
and Director of Hirsch Capital Corp.  Mr. Garst disclaims any
beneficial ownership of the Company shares owned by Hirsch Capital
Corp.




Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all Shares beneficially owned by
them.  A person is deemed to be the beneficial owner of securities
which may be acquired by such person within sixty days from the date on which
beneficial ownership is to be determined, upon the exercise of options, warrants
or convertible securities.  Each beneficial owner’s percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such person (but not those held by any other person)
and which are exercisable, convertible or exchangeable within such sixty day
period, have been so exercised, converted or exchanged.




ITEM 13.CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





Transactions with Related
Persons





None.





Director
Independence





It is our
position that our two directors are not independent.





ITEM
14.  PRINCIPAL
ACCOUNTING FEES AND SERVICES





Audit
Fees





The
following table sets forth the aggregate fees billed to us for the fiscal years
ended December 31, 2008 and 2007 by our prior auditor Michael Cronin and our
current auditor Rotenberg and Company, LLP.




Fiscal
      Year2008
            
            
            Fiscal
      Year2007Audit
      Fees
            
            $
            4,500
            
            
            $
            4,000Audit-Related
      Fees
            
            $
            —
            
            
            $
            —All
      Other Fees
            
            $
            —
            
            
            $
            —





Tax
Fees





There
were no fees paid in either 2008 or 2007 for tax related matters.





PART
IV





ITEM
15.  EXHIBITS,
FINANCIAL STATEMENT SCHEDULE





Exhibit
      No.
                
                Description3.1
                
                Incorporate
      by reference to our current report on Form 14-C filed with the SEC on
      April 28, 200910.1
                
                Incorporated
      by reference to our current report on Form 8-K filed with the SEC on April
      17, 200923.1
                
                Consent
      of Michael F. Cronin, CPA31
                
                Amended
      and restated Certificate of Incorporation of the Company incorporated by
      reference to Exhibit 3(i) to our Form 8-K filed on January 14,
      2008.




17




31.1
            
            Certification
      of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1
            
            Certification
      of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.99.1
            
            Appraisal
      of NOK BONG by Cheil CPA Accountancy incorporated by reference to Exhibit
      99.1 to our Form 8-K filed on January 14, 2008.99.2
            
            Summary
      Financial information concerning NOK-BONG incorporated by reference to
      Exhibit 99.2 to our Form 8-K filed on January 14, 2008.99.3
            
            Subscription
      Agreement dated January 8, 2008 with NOK-BONG incorporated by reference to
      Exhibit 99.3 to our Form 8-K filed on January 14, 2008.99.4
            
            Subscription
      Agreement dated January 14, 2008 with 3Soft incorporated by reference to
      Exhibit 99.4 to our Form 8-K filed on January 14, 2008.99.5
            
            Subscription
      Agreement dated January 14, 2008 with Hirsch incorporated by reference to
      Exhibit 99.5 to our Form 8-K filed on January 14, 2008.99.6
            
            Form
      8-K file on January 14, 2008





18


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 hereunto
duly authorized.




ST.
      LAWRENCE ENERGY CORP.Date:  May
      14, 2009
              By:
              /s/ W. Benjamin Garst,
      Jr.W.
      Benjamin Garst, Jr.Chief
      Executive Officer




Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:




Signature
              
              Title(s)
              
              Date/s/  W. Benjamin
      Garst, Jr.
              
              Chief
      Executive Officer
              
              May
      14, 2009W.
      Benjamin Garst, Jr./s/  Anthony U.
      Martinez
              
              Director
              
              May
      14, 2009Anthony
      U. Martinez





19