UNITED
STATES

Securities
and Exchange Commission

Washington,
D. C. 20549

FORM
10-KSB

(Mark One)

[X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
fiscal year ended December 31, 2007



[ ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition
period from _____ to _______

Commission File No. - 0-23266



ST.
LAWRENCE ENERGY CORP.

(Formerly
UroMed Corporation)



(Name of
Small Business Issuer in its Charter)



|Delaware                              | 38-3717938                                
|------------------------------------- | ------------------------------------------
|(State
      or Other Jurisdiction of | (I.R.S.
      Employer Identification No.)
|incorporation
      or organization)  |                                           

2370
Watson Ct., Suite 110

Palo Alto
CA 94303

(Address
of Principal Executive Offices)

Issuer's
Telephone Number: (650) 424-8980



Securities
registered under Section 12(b) of the Act: None



Securities registered
under Section 12(g) of the Act: $0.001 par value common stock



Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) Yes [X] No [ ]



Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]



Indicate
by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes [X] No [ ]



State
Issuer's revenues for its most recent fiscal year: December 31, 2007 - $0.



State
the aggregate market value of the voting and non-voting common stock held by
non-affiliates computed by reference to the price at which the common stock was
sold, or the average bid and asked prices of such common stock, as of a
specified date within the past 60 days: March 18, 2008 - $77,804. There
are approximately 273,545 shares of common voting stock of the Issuer held by
non-affiliates that have been valued at $0.65 per share.



(Issuers
Involved in Bankruptcy Proceedings During the Past Five Years)



Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court by a court. Yes [X] No [ ]



Applicable
Only to Corporate Issuers



State
the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

March 18, 2008: Common -
21,885,776

March 18, 2008: Series A
Preferred - 30,000

March 18, 2008: Series B
Preferred - 1,000,000



DOCUMENTS
INCORPORATED BY REFERENCE



A description of
"Documents Incorporated by Reference" is contained in Part III, Item
13 of this Annual Report.



Transitional Small
Business Issuer Format Yes [ ] No [X]





TABLE OF
CONTENTS

|Item            |  | Description                                                                            
|--------------- |  | ---------------------------------------------------------------------------------------
|PART
      I   
|ITEM
      1.   |  | DESCRIPTION
      OF BUSINESS                                                          
|ITEM
      2.   |  | DESCRIPTION
      OF PROPERTY                                                          
|ITEM
      3.   |  | LEGAL
      PROCEEDINGS                                                                
|ITEM
      4.   |  | SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS                              
|PART
      II  
|               
|ITEM
      5.   |  | MARKET
      FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            
|ITEM
      6.   |  | MANAGEMENT'S
      DISCUSSION AND ANALYSIS AND PLAN OF OPERATION                       
|ITEM
      7.   |  | FINANCIAL
      STATEMENTS                                                             
|ITEM
      8.   |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   
|ITEM
      8.A  |  | CONTROLS
      AND PROCEDURES                                                          
|ITEM
      8.B. |  | OTHER
      INFORMATION                                                                
|PART
      III 
|ITEM
      9.   |  | DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)
|ITEM
      10.  |  | EXECUTIVE
      COMPENSATION                                                           
|ITEM
      11.  |  | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                   
|ITEM
      12.  |  | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS                                   
|ITEM
      13.  |  | EXHIBITS
      AND REPORTS ON FORM 8-K                                                 
|ITEM
      14.  |  | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                           





PART I

ITEM 1. DESCRIPTION OF
BUSINESS



Organizational History
and General Background of the Registrant



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, 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



Discontinued
Business Operations of the Registrant



UroMed
Corporation was 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. The Company's first two products were the Reliance® Insert and ImpressTM Softpatch, which were intended for care of female urinary
incontinence. Urinary incontinence is the loss of bladder control resulting in
the involuntary leakage of urine in amounts considered to be a social or
personal problem.



Subsequent Events



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 99.1to 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
99.2to the Form 8-K and incorporated herein by reference.



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 99.3to 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.



Filed as
Exhibit 99.4to 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 are currently in 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 99.5to 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.



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 will act
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.



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.



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. We will talk more about our new
direction in our Quarterly Report for the first quarter of 2008.



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.



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.



RISK
FACTOR



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
RELATED 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 100,000,000 shares
of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred
stock, par value $0.0001 per share. Prior to the investments by NOK-BONG and
3Soft in January 2008, we had 1,157,272 shares of our common stock and 30,000
shares of our Series A Preferred Stock issued and outstanding. 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. Before the January
Transactions, our non-affiliated stockholders owned 49.6% of our outstanding
shares of common stock and enjoyed 34.4% of the votes in matters submitted to
stockholders. After giving effect to the January Transactions, our
non-affiliated stockholder owned 1.2% of our outstanding common stock and
enjoyed 0.002% of the votes in matters submitted to stockholders.



Dependence
on key personnel



We are
dependent upon the continued services of our officer and director. 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.



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
has a 82.5% 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, after giving effect to the January Transactions, Hirsch had 100,578,231
of the 121,885,776 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.



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 Company's activities prior to the January Transactions or that
our anticipated principal activities after the January Transaction will subject
it to the Investment Company Act of 1940.



The
Company 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 one director who may seek reimbursement. If our director
will not be deemed "independent," he will generally not have the
benefit of 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 director on the Company's behalf will be in the Company's
best interests, the Company cannot assure the investor 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.



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, 2006
to March 28, 2007, the market price for our common stock has ranged from $1.50
to $0.28 (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 March 20, 2008 was $0.60 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 NASDAQ Bulletin
Board, 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 NASDAQ Bulletin
Board. Quotation of the Company's securities on the NASDAQ Bulletin Board 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. There can be no assurance that there will be an active trading
market for the Company's common stock following a business combination. 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.



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 require:

> • 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 a limited one.



It is
our intention during 2008 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.



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, 2007, no matters were submitted to a vote of our
security holders.





PART II



ITEM 5. MARKET FOR
REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER



Our
common stock is currently quoted on NASDAQ Bulletin Board under the symbol SLAW
an inter-dealer automated quotation system for equity securities not included on
The Nasdaq Stock Market. Quotation of the Company's securities on the NASDAQ
Bulletin Board 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. For the periods indicated, the following table
sets forth the high and low bid prices per share of common stock. The below
prices represent inter-dealer quotations without retail markup, markdown, or
commission and may not necessarily represent actual transactions.



|                                       |  | Fiscal
      2008 |      | Fiscal
      2007 |   | Fiscal
      2006
|-------------------------------------- |  | ----------------- | ---- | ----------------- | - | -----------------
|                                       |  | High              |      | Low               |   | High             
|First
      Quarter ended March 31     |  | $                 | 1.50 |                   | $ | .29              
|Second
      Quarter ended June 30     |  | $                 | ---  |                   | $ | ---              
|Third
      Quarter ended September 30 |  | $                 | ---  |                   | $ | ---              
|Fourth
      Quarter ended December 31 |  | $                 | ---  |                   | $ | ---              



On
December 31, 2007, there were approximately 295 stockholders of record of our
common stock. The transfer agent of our common stock is Standard Registrar and
Transfer Company, Inc.



Dividends



Holders
of common stock are entitled to dividends when, as, and if declared by the Board
of Directors, out of funds legally available therefor. We have never declared
cash dividends on its common stock and our Board of Directors does not
anticipate paying cash dividends in the foreseeable future as it intends to
retain future earnings to finance the growth of our businesses. There are no
restrictions in our certificate of incorporation or bylaws that restrict us from
declaring dividends, other than the preference that holders of preferred stock
have if any dividends are declared.



Securities Authorized
for Issuance Under Equity Compensation Plans



No
equity compensation plan or agreements under which our common stock is
authorized for issuance has been adopted during the fiscal year ended December
31, 2007.



Sale of
Unregistered Securities



During
the three-month period ended December 31, 2007, the Registrant issued no
restricted shares.



ITEM 6. MANAGEMENT'S
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION



Overview



Some of
the statements contained in this Annual Report of St. Lawrence Energy Corp., a
Delaware corporation (hereinafter referred to as "we", "us",
"our", "Company" and "Registrant") discuss future
expectations, contain projections of our plan of operation or financial
condition or state other forward-looking information. Forward-looking statements
give our current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical or
current facts. They use of words such as "anticipate,"
"estimate," "expect," "project,"
"intend," "plan," "believe," and other words and
terms of similar meaning in connection with any discussion of future operating
or financial performance. From time to time, we also may provide forward-looking
statements in other materials we release to the public.



During
2002 we discontinued our former business operations in connection with our
filing for bankruptcy. The Company emerged from bankruptcy in January 2005.
Until the January Transactions, our business objective was to seek a business
combination with an operating company. After the January Transactions we intend
to use the Company's limited personnel and financial resources in connection
with emerging from our shell company status to become an operating company in
the energy sector.

In order
to fund our transformation into an operating company, we may have to issue
additional shares of our capital stock, which:

> • may
> significantly reduce the equity interest of our current stockholders; and
> 
> • may
> adversely affect the prevailing market price for our common stock.

Similarly,
if we issued debt securities, it could result in:

> • default and foreclosure on our assets if our operating revenues were
> insufficient to pay our debt obligations;
> 
> • acceleration of our obligations to repay the indebtedness even if we have made
> all principal and interest payments when due if the debt security contained
> covenants that required the maintenance of certain financial ratios or reserves
> and any such covenants were breached without a waiver or renegotiations of such
> covenants;
> 
> • our immediate payment of all principal and accrued interest, if any, if the debt
> security was payable on demand; and
> 
> • our
> inability to obtain additional financing, if necessary, if the debt security
> contained covenants restricting our ability to obtain additional financing while
> such security was outstanding.

Liquidity
and Capital Resources



At
present, the Company has no business operations. We are dependent upon the funds
remaining from the investment by 3Soft to pay professional fees and expenses. If
we require additional financing, we cannot predict whether equity or debt
financing will become available at terms acceptable to us, if at all. The
Company depends upon services provided by Management and affiliated consultants
to fulfill its filing obligations under the Exchange Act.



At
December 31, 2007, we had assets of $0 and had $3,500 in liabilities.



There
are no limitations in the Company's certificate of incorporation on the Company's
ability to borrow funds or raise funds through the issuance of restricted common
stock. The Company's limited resources and lack of having cash-generating
business operations may make it difficult to borrow funds or raise capital. The
Company's limitations to borrow funds or raise funds through the issuance of
restricted capital stock required to implement our business strategy may have a
material adverse effect on the Company's financial condition and future
prospects, including the ability to become a cash flow positive operating
company. To the extent that debt financing ultimately proves to be available,
any borrowing will subject us to various risks traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest, including debt of an
acquired business.



Off-Balance
Sheet Arrangements



As of
December 31, 2007 we did not have any off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of Regulation S-K promulgated under



Contractual
Obligations and Commitments



As of
December 31, 2007 we did not have any contractual obligations.



Critical
Accounting Policies



Our
significant accounting policies are described in the notes to our financial
statements for the year ended December 31, 2007 and 2006, and are included
elsewhere in this registration statement.



ITEM 7. FINANCIAL
STATEMENTS



The
Registrant's financial statements for the fiscal years ended December 31, 2007
and 2006 are attached to this Annual Report

Financial
Statements for the Fiscal Year ended December 31, 2007 and 2006



ITEM 8. CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 8A. CONTROLS
AND PROCEDURES



Item 8A(T). Controls and
Procedures.



Evaluation of Disclosure
Controls and Procedures



Our
Management, with the participation of our President and Secretary/Treasurer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Annual Report. Based on that evaluation, our
President and Secretary/Treasurer concluded that our disclosure controls and
procedures as of the end of the period covered by this Annual Report were
effective such that the information required to be disclosed by us in reports
filed under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and
(ii) accumulated and communicated to our Management, including our
President and Secretary/Treasurer, as appropriate to allow timely decisions
regarding disclosure. A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.



Management's Annual
Report on Internal Control over Financial Reporting



Our
Management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our 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 for external purposes of
accounting principles generally accepted in the United States.



Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.



Our
Management, with the participation of the President and Secretary/Treasurer,
evaluated the effectiveness of our internal control over financial reporting as
of December 31, 2007. In making this assessment, our Management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control - Integrated Framework.
Based on this evaluation, our Management, with the participation of the
President and Secretary/Treasurer, concluded that, as of December 31, 2007,
our internal control over financial reporting was effective.



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 Security and Exchange
Commission that permit the Company to provide only Management's report in this
Annual Report.



Changes in internal
control over financial reporting



There have been no
changes in internal control over financial reporting.



ITEM 8B. OTHER
INFORMATION



None.





PART III



ITEM 9. DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT



Identification
of Directors and Executive Officers



W.
Benjamin Garst, Jr., the Executive Vice President and acting Chief Executive
Officer and Chief Financial Officer of the Company is the only current director
and executive officer of the Company, having been appointed as Executive Vice
President and a director in January 2008 by Ivo Heiden, the former sole director
and executive officer who served in those positions between January 2005 and
December 2007, and having been appointed by the Board of Directors as acting
Chief Executive Officer and Chief Financial Officer in February 2008. Mr. Garst
will serve until the next annual meeting of the stockholders or until his or
successor is elected or appointed and qualified, or his prior resignation or
termination.



Robert
Mitchell, who was appointed by Mr. Heiden as President, Chief Executive Officer
and Chief Financial Officer of the Company in December 2007 and as a director in
January 2008, resigned from those offices on February 20, 2008 for personal
reasons.



Anthony
U. Martinez was appointed by Mr. Heiden as a director in January 2008.



There is
currently one vacancy on our Board of Directors due to the resignation of Mr.
Mitchell. We are currently searching for a candidate to fill such vacancy and
for a candidate or candidates to become our Chief Executive Officer and Chief
Financial Officer.



Business
Experience



Ivo
Heiden was our CEO and Chairman between January 2005 and December 2007. During
the last five years, Mr. Heiden has been engaged in the business of providing
corporate securities compliance service. Mr. Heiden served as a director of
Jeantex Group, a public reporting company from August 2002 to September 2003.
Since October 2004, Mr. Heiden is president and chairman of Zaxis International
Inc., a reporting company under the Exchange Act. Mr. Heiden served as CFO and
director of Peregrine Industries, Inc., a public reporting company from March
2004 until February 2006Mark L. Meriwether, age 48. For the past 18 years, his
principal occupation has involved providing services to public and private
companies in the areas of corporate restructuring and reorganizations, mergers
and funding as an independent contractor. He is currently the CEO, Secretary and
Treasurer and a director of Oak Ridge Micro-Energy, Inc., a Colorado corporation
(OTCBB: OKME), that is engaged in the development of thin-film lithium
batteries, and has held other executive positions with Oak Ridge since 2001. Mr.
Meriwether resigned in May, 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.



Robert
Mitchell, age 54, was a director and officer of St. Lawrence Energy for 3
months. During the past five years, Mr. Mitchell worked in executive management
and as an international consultant with the GPS Division of Trimble Navigation,
as an executive staff consultant for Illinois based May Company International
providing advice to small and medium-sized businesses. He also worked as a
consultant for various corporations providing counsel in the fields of
technology and business. His education includes a Bachelors degree from
Northwestern University in electrical engineering, including Digital Satellite
Communications, an M.B.A. from Northwestern University in international
management, and a Juris Doctorate from San Francisco Law School with a
concentration in contracts and commercial law.



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.



None of
Messrs. Garst, Mitchell or Martinez is a director of any other company which has
a class of securities registered pursuant to Section 12 of the Exchange Act, or
subject to the requirements of Section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company Act of 1940, as
amended.



Officers
serve at the discretion of the Board of Directors.



Significant
Employees



We have
no employees who are not executive officers, but who are expected to make a
significant contribution to the Company's business.



Family
Relationships



There
are no family relationships between our officers and directors.



Involvement
in Certain Legal Proceedings



Except
as stated above, during the past five years, no director, person nominated to
become a director, executive officer, promoter or control person of our Company:



(1) was
a general partner or executive officer of any business against which any
bankruptcy petition was filed, either at the time of the bankruptcy or two years
prior to that time;



(2) was
convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);



(3) was
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or



(4) was
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.



Compliance
with Section 16(a) of the Exchange Act



To the
best knowledge of our Management, all required reports of directors, executive
officers and 10% stockholders required to be filed under Section 16(a) of the
Exchange Act have been filed and no other reports are presently required to be
filed.



Code of
Ethics



In
January 2005, we adopted a Code of Ethics that is designed to deter wrongdoing
and to promote honest and ethical conduct, full, fair, accurate, timely and
understandable disclosure in the Registrant's SEC reports and other public
communications. The Code of Ethics promotes compliance with applicable
governmental laws, rules and regulations.



Nominating
Committee



We have
not established a Nominating Committee because, due to our lack of operations
and the fact that we only have one director and executive officer, we believe
that we are able to effectively manage the issues normally considered by a
Nominating Committee. We will reconsider our need for a Nominating Committee if
and when our Board of Directors expands to more than three members.



If we do
establish a Nominating Committee, we will disclose this change to our procedures
in recommending nominees to our board of directors.



Audit
Committee



We do
not have an Audit Committee; however, we do not believe that the failure to have
an Audit Committee is material, based upon our current operations.



ITEM 10. EXECUTIVE
COMPENSATION



The following table sets
forth information concerning the total compensation that we have paid or that
has accrued on behalf of our chief executive officer and other executive
officers with annual compensation exceeding $100,000 during the fiscal years
ending December 31, 2007.



SUMMARY
COMPENSATION TABLE



|Name
      and Principal Position
      (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Year
      (b)                               | Salary
      ($)
      (c) | Bonus
      ($)
      (d) | Stock
      Awards
      ($)
      (e) | Option
      Awards
      ($)
      (f) | Non-Equity
      Incentive Plan Compensation
      ($)
      (g) | Nonqualified
      Deferred Compensation
      ($)
      (h) | All
      Other Compensation
      ($)
      (i) | Total
      Earnings
      ($)
      (j)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------- | -------------------------- | ------------------------- | -------------------------------------- | --------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------------ | ------------------------------------------------ | ----------------------------------------
|Ivo
      Heiden, CEO, CFO and Chairman (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 12/31/2007
      12/31/2006
      12/31/2005 | 0
      $9,000
      0     | 0
      0
      0         | 0
      0
      0                      | 0
      0
      0                       | 0
      0
      0                                                | 0
      0
      0                                            | 0
      0
      0                                | 0
      0
      0                       
|Robert Mitchell (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 12/31/2007                                   | 0                          | 0                         | 0                                      | 0                                       | 0                                                                | 0                                                            | 0                                                | 0                                       
|W.
      Benjamin Garst, Jr.(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 12/31/2007                                   | 0                          | 0                         | 0                                      | 0                                       | 0                                                                | 0                                                            | 0                                                | 0                                       
|Anthony U. Martinez (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 12/31/2007                                   | 0                          | 0                         | 0                                      | 0                                       | 0                                                                | 0                                                            | 0                                                | 0                                       
|(1)Mr.
      Heiden became an officer and director of the Company in January 2005. Mr.
      Heiden's compensation for serving as an officer and director accrued at
      the rate of $1,500 per month. The amount in column (c) represents payments
      actually made to Mr. Heiden. All other accrued but unpaid amounts were
      forgiven in connection with the change in control in December 2007.
      (2)
      Except as set forth in column (c), no cash compensation, deferred
      compensation or long-term incentive plan awards were issued or granted to
      our Management during the calendar years ended December 31, 2007, or 2006,
      or to the date hereof. Further, no member of our Management has been
      granted any option or stock appreciation rights; accordingly, no tables
      relating to such items have been included within this Item.



Executive Employment
Agreements



To date, we have not
entered into any employment agreements with our Management





ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The
table below discloses any person (including any "group") who is known
to the Registrant to be the beneficial owner of more than five (5%) percent of
the Registrant's voting securities. As of March 28, 2008, the Registrant
had 21,885,766 shares of common stock, 30,000 share of Series A Preferred
Stock and 1,000,000 shares of Series B Preferred Stock issued and outstanding.



|Title
      of Class                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Name
      and Address of Beneficial Owner                                                                                                          | Amount
      of Beneficial Owner | Percent
      of Class(1)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -------------------------
|Common
      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Hirsch
      Capital Corp.
      2370
      Watson Ct., Suite 110
      Palo
      Alto CA 94303                                                    | 278,231(4)                       | 1.3%                     
|Series
      A Preferred Stock(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 30,000                                                                                                                                              | 100.0%                          
|Series
      B Preferred Stock(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 1,000,000                                                                                                                                           | 100.0%                          
|Common
      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | NOK-BONG
      Ship Building Co. Ltd.
      Sunungpo
      RI Sadung Myeon
      Geoje
      City
      Gyeongnam
      Province, Republic of Korea | 20,000,000                       |                          
|Series
      A Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|Series
      B Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|Common
      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 3Soft
      Inc.
      Boramae
      Nasan, Suite EupMoo Dong, 21st Floor,
      156-710
      Seoul, Republic of Korea.                            | 1,334,000                        |                          
|Series
      A Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|Series
      B Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|Common
      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Officers
      and directors (4 people)(5)                                                                                                          | 0                                | 0                        
|Series
      A Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|Series
      B Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0                                                                                                                                                   | 0                               
|(1)
      The percentage of common stock is based on 21,885,766 common stock, 30,000
      shares of Series Preferred Stock and 1,000,000 shares of Series B
      Preferred Stock issued and outstanding on March 28, 2007.
      (2)
      Each share of Series A Preferred Stock is entitled to 10 votes per share.
      (3)
      Each share of Series B Preferred Stock is entitled to 100 votes per share
      and is convertible on a share for share basis into common stock.
      (4)
      Based on voting power, Hirsch has 100,578,231 votes, which represents
      82.5% of the total number of votes.
      (5)
      The four members of the Group are Ivo Heiden, W. Benjamin Garst, Jr.,
      Robert Mitchell and Anthony U. Martinez. Mr. Garst was our only officer
      and Messrs Garst and Martinez were our only directors on March 28, 2008.





ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



During
the last two fiscal years, to the knowledge of the Registrant, there was no
person who had or has a direct or indirect material interest in any transaction
or proposed transaction to which the Registrant was or is a party.



ITEM 13. EXHIBITS AND
REPORTS ON FORM 8-K



(a)
Exhibits



The
following documents are filed as exhibits to this report on Form 10-KSB or
incorporated by reference herein.



|Exhibit
      No. | Description                                                                                                                                                      
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)              | 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.
|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 2002.  
|32.1              | 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                                                                                                                          



(b) Reports on Form
8-K During the Last Quarter of the Fiscal Year Covered by this Report



The Registrant did not
file a Form 8-K during the last quarter of the fiscal year covered by this
Annual Report.



ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES



Independent Public
Accountants



The Registrant's Board
of Directors has appointed Michael F. Cronin, CPA as independent public
accountant for the fiscal year ending December 31, 2007.



Principal Accounting
Fees



The following table
presents the fees for professional audit services rendered by Michael F. Cronin,
CPA for the audit of the Registrant's annual financial statements for the years
ended December 31, 2007 and 2006, and fees billed for other services rendered by
Michael F. Cronin, CPA during those periods.



Year EndedDecember
      31,2007
    Year EndedDecember
      31,2006Audit
      fees(1)
    $4,000
    $4,000Audit-related
      fees(2)
    ---
    ---Tax
      fees(3)
    ---
    ---All
      other fees
    ---
    ---(1)
      Audit fees consist of audit and review services, consents and review of
      documents filed with the SEC.(2)
      Audit-related fees consist of assistance and discussion concerning
      financial accounting and reporting standards and other accounting issues.(3)
      Tax fees consist of preparation of federal and state tax returns, review
      of quarterly estimated tax payments, and consultation concerning tax
      compliance issues.






SIGNATURES



Pursuant
to the requirements of the Securities 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 date indicated.



/s/ W.
Benjamin Garst, Jr.

W.
Benjamin Garst, Jr.

Chief
Executive Officer, Chief Financial Officer and Director







Financial Statements

Back
to Table of Contents



|Report
      of Independent Registered Public Accounting Firm | 20
|------------------------------------------------------------- | --
|Consolidated
      Financial Statements                       |   
|Balance
      Sheets                                          | 21
|Statement
      of Operations                                 | 22
|Statement
      of Cash Flows                                 | 23
|Statement
      of Stockholders' Equity                       | 24
|Notes
      to Financial Statements                           | 25
|                                                              |   







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. Cronin      
|---------------------------------
|Michael
      F. Cronin          
|Certified
      Public Accountant
|Rochester,
      New York        



|St.
      Lawrence Energy Corp.
      (formerly
      UroMed Corporation)Balance
      SheetsDecember
      31,
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Assets                                                                                                         
|Current
      assets                                                                                           
|Cash                                                                                                           
|Prepaid
      expenses                                                                                         
|Total
      current assets                                                                                     
|                                                                                                               
|                                                                                                               
|Total
      Assets                                                                                             
|                                                                                                               
|Liabilities
      and Stockholders' Deficiency                                                                 
|Current
      liabilities:                                                                                     
|Accounts
      payable-trade                                                                                   
|Advances
      from and payables to related parties                                                            
|Total
      current liabilities                                                                                
|                                                                                                               
|Stockholders'
      Deficiency:                                                                                
|Series
      A Preferred stock 30,000 outstanding $ .0001 par value                                            
|Common
      stock-100,000,000 authorized $0.0001 par value                                                    
|531,766
      issued & outstanding                                                                             
|Additional
      paid-in capital                                                                               
|Accumulated
      Deficit                                                                                      
|Total
      Stockholders' Deficiency                                                                           
|                                                                                                               
|Total
      Liabilities & Stockholders' Deficiency                                                             
|See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.                  



St.
      Lawrence Energy Corp.
      (formerly
      UroMed Corporation)Statement
      of Operations(As
      Successor Company)Years
      Ended December 31,2007
    
    2006Revenue
    $0
    
    $0Costs
      & Expenses:General
      & administrative
    42,474
    
    102,836Other
    0
    
    0Total
      Costs & Expenses
    42,474
    
    102,836Net
      Loss
    ($42,474)
    
    ($102,836)Basic
      and diluted per share amounts:Continuing
      operations
    ($0.08)
    
    ($0.26)Basic
      and diluted net loss
    ($0.08)
    
    ($0.26)Weighted
      average shares outstanding (basic & diluted)
    531,766
    
    394,877See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.




St.
      Lawrence Energy Corp.
      (formerly
      UroMed Corporation)Statement
      of Cash Flows(As
      Successor Company)Years
      Ended December 31,2007
    
    2006Cash
      flows from operating activities:Net
      Loss
    ($42,474)
    
    ($102,836)Adjustments
      required to reconcile net lossto
      cash used in operating activities:Expenses
      paid by issuance of equity instruments
    0
    
    79,000Fair
      value of services provided by related parties
    34,500
    
    19,600Increase
      (decrease) in accounts payable & accrued expenses
    3,000
    
    0Cash
      used by operating activities
    ($4,974)
    
    ($4,236)Cash
      flows from investing activities:Cash
      used in investing activities
    0
    
    0Cash
      flows from financing activities:Advances
      from related parties
    4,967
    
    4,243Cash
      generated by financing activities
    4,967
    
    4,243Change
      in cash
    (7)
    
    7Cash-beginning
      of period
    7
    
    0Cash-end
      of period
    $0
    
    $7See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.Additional
      cash flow disclosure:Related party payables converted to paid-in
      capital
    $58,567
    
    $0




St.
      Lawrence Energy Corp.
      (formerly
      UroMed Corporation)Statement
      of Stockholders' Deficiency(As
      Successor Company)Common
      Stock
    
    Preferred
      StockShares
    Common
      Stock Amount
    Additional
      Paid-in Capital
    
    Shares
    Amount
    
    Accumulated
      DeficitBalance
      at December 31, 2005
    253,537
    $25
    ($25)
    
    30,000
    $3
    
    ($7,639)Shares
      issued for services
    257,111
    26
    78,974Shares
      issued in settlement of related party debt
    21,118
    2
    11,877
    
    
    0Net
      Loss
    
    
    
    
    
    
    
    (102,836)Balance
      at December 31, 2006
    531,766
    53
    90,826
    
    30,000
    3
    
    (110,475)Conversion
      of amounts owed to related parties
    
    
    58,567Net
      Loss
    
    
    
    
    
    
    
    (42,474)Balance
      at December 31, 2007
    531,766
    $53
    $149,393
    
    30,000
    $3
    
    ($152,949)See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.




ST. LAWRENCE ENERGY
CORP.

(Formerly UroMed
Corporation)

BACKGROUND AND
Significant Accounting Policies
December 31, 2007



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
name of the Company was changed from UroMed Corporation to St. Lawrence Energy
Corp.



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 for the District of Massachusetts
(case no. 02-13545). As a result of the filing, all of our properties were
transferred to a United States Trustee and we terminated all of our business
operations. The Bankruptcy Trustee has disposed of all of the assets. On January
19, 2006, the Bankruptcy Court approved an Order confirming the sale of debtor's
interest in personal property to Park Avenue Group, Inc.

Basis of Presentation:
We adopted "fresh-start" accounting as of May 16, 2002 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 results of the discontinued component have been
reclassified from continuing operations.



The accounts of the
former subsidiaries were not included in the bankruptcy sale and have not been
carried forward.



Significant Accounting
Policies



Use of Estimates The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statement and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from the estimates.



Cash and Cash
Equivalents: For financial statement presentation purposes, the Company
considers those short-term, highly liquid investments with original maturities
of three months or less to be cash or cash equivalents.



Property and Equipment
New property and equipment are recorded at cost. Property and equipment included
in the bankruptcy proceedings and transferred to the Trustee had been valued at
liquidation value. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets, generally 5 years. Expenditures for
renewals and betterments are capitalized. Expenditures for minor items, repairs
and maintenance are charged to operations as incurred. Gain or loss upon sale or
retirement due to obsolescence is reflected in the operating results in the
period the event takes place.



Valuation of Long-Lived
Assets: We review the recoverability of our long-lived assets including
equipment, goodwill and other intangible assets, when events or changes in
circumstances occur that indicate that the carrying value of the asset may not
be recoverable. The assessment of possible impairment is based on our ability to
recover the carrying value of the asset from the expected future pre-tax cash
flows (undiscounted and without interest charges) of the related operations. If
these cash flows are less than the carrying value of such asset, an impairment
loss is recognized for the difference between estimated fair value and carrying
value. Our primary measure of fair value is based on discounted cash flows. The
measurement of impairment requires management to make estimates of these cash
flows related to long-lived assets, as well as other fair value determinations.



Stock Based
Compensation: Stock-based awards to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123(R), Accounting
for Stock-Based Compensation, and EITF Issue No. 96-18, Accounting
for Equity Instruments that are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling Goods or Services.



On January 1, 2006, we
adopted the provisions of Statement of Financial Accounting Standards ("SFAS")
123R, "Share-Based Payment" ("SFAS 123(R)"), which requires
that companies measure and recognize compensation expense at an amount equal to
the fair value of share-based payments granted under compensation arrangements.
Prior to January 1, 2006, we accounted for our stock-based compensation plans
under the recognition and measurement principles of Accounting Principles Board
("APB") Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations, and would typically recognize no
compensation expense for stock option grants if options granted had an exercise
price equal to the market value of the underlying common stock on the date of
grant.



We adopted SFAS 123(R)
using the "modified prospective" method, which results in no
restatement of prior period amounts. Under this method, the provisions of SFAS
123(R) apply to all awards granted or modified after the date of adoption. In
addition, compensation expense must be recognized for any unvested stock option
awards outstanding as of the date of adoption on a straight-line basis over the
remaining vesting period. We calculate the fair value of options using a Black-Scholes
option pricing model. We do not currently have any outstanding options subject
to future vesting. SFAS 123(R) also requires the benefits of tax deductions in
excess of recognized compensation expense to be reported in the Statement of
Cash Flows as a financing cash inflow rather than an operating cash inflow. In
addition, SFAS 123(R) required a modification to the Company's calculation of
the dilutive effect of stock option awards on earnings per share. For companies
that adopt SFAS 123(R) using the "modified prospective" method,
disclosure of pro forma information for periods prior to adoption must continue
to be made.



Fair Value of Financial
Instruments: Statements of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments," requires
disclosure of fair value information about financial instruments. Fair value
estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2007. The
respective carrying value of certain on-balance sheet financial instruments
approximated their fair values.



These financial
instruments include cash and cash equivalents, accounts payable and accrued
expenses. Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their carrying
amounts approximate fair values or they are receivable or payable on demand.



Earnings per Common
Share: Basic net loss per share is computed using the weighted average
number of common shares outstanding during the period. Diluted net loss per
common share is computed using the weighted average number of common and
dilutive equivalent shares outstanding during the period. Dilutive common
equivalent shares consist of options to purchase common stock (only if those
options are exercisable and at prices below the average share price for the
period) and shares issueable upon the conversion of our Preferred Stock. Due to
the net losses reported, dilutive common equivalent shares were excluded from
the computation of diluted loss per share, as inclusion would be anti-dilutive
for the periods presented.



There were no common
equivalent shares required to be added to the basic weighted average shares
outstanding to arrive at diluted weighted average shares outstanding in 2007 or
2006.



Income Taxes: The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS
109") which requires recognition of estimated income taxes payable or
refundable on income tax returns for the current year and for the estimated
future tax effect attributable to temporary differences and carry-forwards.
Measurement of deferred income tax is based on enacted tax laws including tax
rates, with the measurement of deferred income tax assets being reduced by
available tax benefits not expected to be realized.



Recent Accounting
Pronouncements



In September 2006, the
FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 provides guidance for using fair value to measure assets and liabilities. It
also responds to investors' requests for expanded information about the extent
to which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurements on
earnings. SFAS 157 applies whenever other standards required (or permit) assets
or liabilities to be measured at fair value, and does not expand the use of fair
value in any new circumstances. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. We are currently
evaluating the effect that the adoption of SFAS 157 will have on our results of
operations and financial condition and are not yet in a position to determine
such effects.



In September 2006,
the SEC staff issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements("SAB 108"). SAB 108
establishes an approach that requires quantification of financial statement
misstatements based on the effects of the misstatements on each of the Company's
consolidated financial statements and the related financial statement
disclosures. SAB 108 is effective for the year ending December 31,
2006.



In May 2006, the
FASB issued "SFAS No. 154", "Accounting Changes and Error
Corrections", which replaces APB Opinion No. 20 "Accounting
Changes" and FASB Statement No. 3 "Reporting Accounting Changes
in Interim Financial Statements". SFAS No. 154 changes the
requirements for the accounting and reporting of a change in an accounting
principle. SFAS No. 154 requires retrospective application for voluntary
changes in an accounting principle unless it is impracticable to do so. SFAS
No. 154 is effective for accounting changes made in fiscal years beginning
after December 15, 2006. We adopted SFAS No. 154 on January 1,
2006 with no expected material effect on our financial statements.



In February 2007, FASB
issued FASB Statement No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities. FAS 159 is effective for fiscal years beginning after
November 15, 2007. Early adoption is permitted subject to specific requirements
outlined in the new Statement. The new Statement allows entities to choose, at
specified election dates, to measure eligible financial assets and liabilities
at fair value that are not otherwise required to be measured at fair value. If a
company elects the fair value option for an eligible item, changes in that
item's fair value in subsequent reporting periods must be recognized in current
earnings. FAS 159 also establishes presentation and disclosure requirements
designed to draw comparison between entities that elect different measurement
attributes for similar assets and liabilities.



In December 2007, the
FASB issued SFAS No. 141(R), "Business Combinations". This Statement
replaces SFAS No. 141, Business Combinations. This Statement retains the
fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company's fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its consolidated financial statements, the
Company will be required to expense costs related to any acquisitions after
September 30, 2009.



ST. LAWRENCE ENERGY
CORP.

(Formerly UroMed
Corporation)

NOTES TO FINANCIAL
STATEMENTS
December 31, 2007



1. "Fresh
Start" Accounting:



On May 15, 2002 all
assets were transferred to the chapter 7 trustee in settlement of all
outstanding corporate obligations. We adopted "fresh-start" accounting
as of May 16, 2002 in accordance with procedures specified by AICPA Statement of
Position ("SOP") No. 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code."



All results for periods
subsequent to May 15, 2002 are referred to as those of the "Successor
Company".



In accordance with SOP
No. 90-7, the reorganized value of the Company was allocated to the Company's
assets based on procedures specified by SFAS No. 141, "Business
Combinations". Each liability existing at the plan sale date, other than
deferred taxes, was stated at the present value of the amounts to be paid at
appropriate market rates. It was determined that the Company's reorganization
value computed immediately before May 16, 2002 was $0. We adopted
"fresh-start" accounting because holders of existing voting shares
immediately before filing and confirmation of the sale received less than 50% of
the voting shares of the emerging entity and its reorganization value is less
than its post-petition liabilities and allowed claims.



2. Bankruptcy
Proceedings



On May 15, 2002, the
Registrant 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, 2006, the Bankruptcy Court approved an Order confirming the sale of
debtor's interest in personal property to Park Avenue Group Inc. The material
terms of the transaction confirmed by Bankruptcy Court authorized Park Avenue
Group to appoint new members to the Registrant's board of directors and
authorized an amendment of the Company's Article of Incorporation with respect
to the capital stock of the Company. On May 20, 2006, pursuant the Bankruptcy
Court Order dated January 19, 2006, the board of directors approved and
authorized such amendment of the Company's Articles of Incorporation and:

> • increased the number
>     of authorized shares to 100,000,000 shares;
>     • changed the par
>     value of our common and preferred stock to $0.0001;
>     • designated 1,000,000
>     series A preferred stock and issue 900,000 of such shares;

Resultant Change in
Control: In connection with the Order confirming the sale of debtor's interest
in certain intangible personal property to Park Avenue Group Inc. approved by
the U.S. Bankruptcy Court District of Massachusetts on January 19, 2006, the
Court authorized a change in control pursuant to which Ivo Heiden and Michael
Manion became our new directors on January 20, 2006 and the new board of
directors appointed Ivo Heiden as chief executive officer and Michael F. Manion
as chief financial officer on January 20, 2006. The Court order further 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 in Uromed's subsidiaries. The Bankruptcy
Court Order further provided that the existing officers and directors were
deemed removed from office and also authorized the appointment of new members to
the board of directors.



Effective December 20,
2007, Michael F. Manion, Ivo Heiden and Richard Rubin entered into a Securities
Purchase Agreement with Hirsch Capital Corp., a California corporation ("Hirsch"),
whereby Hirsch acquired 278,231 shares of Common Stock and 30,000 shares of
Preferred Stock. Such 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 took place at a closing held on December 20
and 21, 2007 and resulted in a second change of control.



3. Income Taxes:



Our net operating loss
carryovers available to reduce future income taxes were reduced or eliminated
through our bankruptcy proceedings. We have adopted SFAS 109 which provides for
the recognition of a deferred tax asset based upon the value the loss
carry-forwards will have to reduce future income taxes and management's estimate
of the probability of the realization of these tax benefits.



We have a current
operating loss carry-forward of $ 20,000 resulting in deferred tax assets of
$6,800. We have determined it more likely than not that these timing differences
will not materialize and have provided a valuation allowance against
substantially all our net deferred tax asset.



Utilization of federal
and state NOL and tax credit carry forwards may be subject to a substantial
annual limitation due to the ownership change limitations provided by the
Internal Revenue Code of 1986, as amended and similar state provisions. The
annual limitation may result in the expiration of NOL and tax credit carry
forwards before full utilization.



4. Commitments:

The Company, prior to its bankruptcy, was a party to numerous claims and
threatened litigation. As a result of the bankruptcy and the subsequent transfer
by the Bankruptcy Trustee of the Company's corporate shell entity free of all
liens, claims and encumbrances pursuant to Section 363(f) of the US Bankruptcy
Code, the Company is no longer party to any litigation.



The Company is not a
party to any leases and does not have any commitments



4. Stockholders' Equity:



Common Stock



On May 20, 2006,
pursuant to the Bankruptcy Court Order dated January 19, 2006, the board of
directors authorized an increase in our authorized shares of common stock to
100,000,000 shares with a par value of $0.0001. All issued shares of common
stock are entitled to vote on a 1 share/1 vote basis.



Reverse Stock Split



On January 8, 2007 we
declared a reverse split of our common stock. The formula provided that every
thirty (30) issued and outstanding shares of common stock of the Corporation be
automatically split into 1 share of common stock. Any resulting share ownership
interest of fractional shares was rounded up to the first whole integer in such
a manner that all rounding was done to the next single share and each and every
shareholder would own at least 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.



Stock Issued for Cash



In 2006 we issued 21,118
shares of our common stock in exchange for receiving a total of $11,879 in cash.
The shares are not registered and subject to restrictions as to transferability.



Stock Issued for
Services



In 2007 we issued
257,111shares of our common stock in exchange for services rendered by related
parties. The shares were valued at $79,000 or about $0.30 per share which
reflected the weighted average market value at the time of issuance. The shares
are not registered and are subject to restrictions as to transferability.



Preferred Stock



Also on May 20, 2006 the
board of directors approved and authorized an amendment of our Articles of
Incorporation to establish a Series A Preferred Stock, par value $0.0001
("Series A Preferred Stock"). The holders of the Series A Preferred
Stock are be entitled to 10 (ten) votes on all matters submitted to a vote of
our common stockholders. On that same date the board of directors authorized the
issuance of 900,000 shares of Series A Preferred Stock.



Stock Based Compensation



There are no employee or
non-employee options granted.



5. Subsequent Events:



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. The Amended and Restated Certificate of Incorporation now
provides for:















6. Related Party
Transactions not Disclosed Elsewhere:



Due related parties and
Fair value of services: The former officers and principal stockholders
provided, without cost to the Company, services and office space. The total of
these expenses was $34,500 and $98,600 for 2007 and 2006, respectively, and was
reflected in the statement of operations as general and administrative expenses.
Amounts accrued and payable of $58,567 at December 21, 2007 were converted to
paid-in capital.



Exhibit 31

CERTIFICATION
PURSUANT TO

SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002



I, W. Benjamin
Garst,
Jr. certify that:



1. I
have reviewed this Annual Report of St. Lawrence Energy Corp. (the "Registrant")
on Form 10-KSB for the period ended December 31, 2007, as filed with the
Securities and Exchange Commission on the date hereof (the "Report");



2. Based
on my knowledge, this Report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this Report;



3. Based
on my knowledge, the financial statements, and other financial information
included in this Report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this Report;



4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I
have:



a)
designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this Report is being prepared;



b)
evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this Report
(the "Evaluation Date"); and



c)
presented in this Report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;



5. I
have disclosed, based on my most recent evaluation, to the Registrant's auditors
and the audit committee of Registrant's board of directors (or persons
performing the equivalent function);



a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrant's ability to record, process,
summarize and Report financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and



b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant's internal controls.



Dated: April 10, 2008

/s/W. Benjamin
Garst,
Jr.

W. Benjamin
Garst, Jr.

Chief Executive
Officer and Chief Financial Officer









CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In
connection with the Annual Report of St. Lawrence Energy Corp. (the "Registrant")
on Form 10-KSB for the period ended December 31, 2007, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),
I, W. Benjamin Garst, Jr., the Chief Executive Officer and Chief Financial
Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and



(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Registrant.



Dated: April 10, 2008

/s/W. Benjamin
Garst,
Jr.

W. Benjamin
Garst, Jr.

Chief Executive
Office