==================================================================================

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 2009

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

For the transition period from ________________________ to _____________________

Commission File Number 0-2660

1ST NRG CORP

(Exact name of small registrant as specified in its charter)

Delaware

22-3386947

(State or other jurisdiction of Incorporation or organization)

(IRS Employer Identification No.)

1730 LaBounty Rd. #213, Ferndale WA 98248

(address of principal executive offices)

877-840-2053

(Registrant’s telephone number, including area code)

(former name) (former address)

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes |_| No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer |_|

Accelerated filer |_|

Non-accelerated filter |_| (Do not check if a smaller reporting company)

Smaller reporting company |X|

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

Indicate the number of outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 10,884,021 common shares as of November 19, 2009

For further information on documents incorporated by reference see Item 6 EXHIBITS AND REPORTS ON FORM 8-K in Part III.

Form 10-Q

INDEX

Page

Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets

Statements of Operations

Statements of Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 4T. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and reports on Form 8-K

SIGNATURES

Exhibits 31 & 32 – CERTIFICATIONS

Item 1 Financial Statements


1st NRG CORP
(a Development Stage Company)
BALANCE SHEETS
(unaudited)

				ASSETS	September 30, 2009	December 31, 2008
Current Asset
	Cash				$ -	$ 288
	Prepaid expenses and other assets				2,982	17,162
					$ 2,982	$ 17,450
				LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accounts payable				$ 205,708	$ 107,705
	Accrued management compensation				1,207,883	1,020,383
	Accrued interest				2,678	2,678
	Cash advances				12,500	12,500
	Advances from related parties				25,488	25,320
	Current portion of long-term loans payable				46,250	9,200
	Current portion of loans payable to related party				4,252	4,252
				Total current liabilities	1,504,759	1,182,038

Long-Term Liabilities
	Loan payable				28,666	27,431
				Total long term liabilities	28,666	27,431
				Total liabilities	1,533,425	1,209,469
Stockholders' Deficit
	Preferred stock - authorized 5,000,000 shares,
		par value $.001, none issued or outstanding			-	-
	Common stock - authorized 25,000,000 shares,
		par value $0.02, 10,884,021 shares issued and
			outstanding for September 2009 and December 2008		217,680	217,680
	Common stock issuable, 609,286 shares and 579,286 shares
		for September 2009 and December 2008 respectively			12,186	11,586
	Stock subscription receivable				(5,000,000)	(5,000,000)
	Additional paid-in capital				10,478,110	10,472,710
	Accumulated deficit				(2,632,475)	(2,632,475)
	Deficit accumulated during the development stage				(4,605,944)	(4,261,520)
					(1,530,443)	(1,192,019)


	$ 2,982	$ 17,450
See Notes to Financial Statements
2


1st NRG CORP
(a Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2009 and 2008 and for the Period from
October 1, 2003 (the effective date of the development stage) through September 30, 2009
(unaudited)
			Three Months Ended September 30,		Nine Months Ended September 30,		Cumulative During the Development
			2009	2008	2009	2008	Stage
Revenue			$ -	$ -	$ -	$ -	$ -
Expenses
	Management compensation		62,500	125,001	187,500	375,003	3,367,581
	Consulting fees		24,000	367,797	54,000	625,863	54,000
	General and administrative		43,629	30,105	96,175	51,466	1,023,091
			130,129	522,903	337,675	1,052,332	4,444,672
Other Income and Expense
	Income
		Interest earned	-	-	-	-	4,344
		Extinguishment of related party debt	-	-	-	-	205,000
			-	-	-	-	209,344
	Expense
		Interest expense	5,024	16	6,749	560	14,849
		Loss of escrow deposits	-	-	-	-	355,767
			5,024	16	6,749	560	370,616
			5,024	16	6,749	560	161,272
	Net loss		$ (135,153)	$ (522,919)	$ (344,424)	$ (1,052,892)	$ (4,605,944)
Net income (loss) per common share (basic and fully diluted)			$ (0.01)	$ (0.14)	$ (0.03)	$ (0.33)
Weighted average number of shares outstanding			11,493,307	3,708,464	11,493,307	3,158,618


1st NRG CORP
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Period from
October 1, 2003 (the effective date of the development stage) through September 30, 2009
	(unaudited)
			Preferred Stock		Common Stock		Common Stock Issuable		Additional Paid-in Capital			Deficit Accumulated During the Development Stage
			Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	Stock Subscriptions	Accumulated Deficit	Deficit Accumulated During the Development Stage	Total
Balance, September 30, 2003			-	$ -	306,675	$ 6,134	-	$ -	$ 1,582,105	$ -	$ (2,544,771)	$ -	(956,532)
Common stock issuable for
	management compensation, September 2003		-	-	-	-	1,950,000	39,000	1,911,000	-	-		1,950,000
Common stock issuable for
	debt and accrued expenses, September 2003						1,023,853	20,477	1,003,376				1,023,853
Net loss											(87,704)	(1,986,287)	(2,073,991)
Balance, December 31, 2003			-	-	306,675	6,134	2,973,853	59,477	4,496,481	-	(2,632,475)	(1,986,287)	(56,670)
Stock subscription issued for
	services to be provided, May 2004				150,000	3,000			717,000	(720,000)			-
Issuance of common stock
	issuable				2,496,353	49,927	(2,496,353)	(49,927)
Net loss												(121,966)	(121,966)
Balance, December 31, 2004			-	-	2,953,028	59,061	477,500	9,550	5,213,481	(720,000)	(2,632,475)	(2,108,253)	(178,636)
Net loss												(164,683)	(164,683)
Balance, December 31, 2005			-	-	2,953,028	59,061	477,500	9,550	5,213,481	(720,000)	(2,632,475)	(2,272,936)	(343,319)
Common stock issuable for prepaid expenses
	on services to be provided in 2007,
	November 2006						14,286	286	9,714				10,000
Issuance of common stock for services,
	November 2006				25,000	500			27,000				27,500
Net loss												(176,476)	(176,476)
Balance, December 31, 2006			-	-	2,978,028	59,561	491,786	9,836	5,250,195	(720,000)	(2,632,475)	(2,449,412)	(482,295)
Stock subscriptions returned, February 2007					(150,000)	(3,000)			(717,000)	720,000
Common stock issuable for cash, April 2007,
	net of issuance costs of $10,000						714,285	14,285	475,341				489,626
Warrants issuable for cash, April 2007									374				374
Common stock issuable for cash, September 2007							9,375	187	10,858				11,045
Warrants issuable for cash, September 2007									3,955				3,955
Options issued for executive compensation, 2007									19,698				19,698

Net loss												(684,009)	(684,009)
Balance, December 31, 2007			-	-	2,828,028	56,561	1,215,446	24,308	5,043,421	-	(2,632,475)	(3,133,421)	(641,606)

Common stock issued from issuable, June 2008					723,660	14,472	(723,660)	(14,472)
Warrants issued for services, July 2008									271,186				271,186
Common stock issued for cash, August 2008					333,333	6,667			93,333				100,000
Common stock issued for cash, September 2008					150,000	3,000			42,000				45,000
Common stock issued for cash, October 2008					183,333	3,667			51,333				55,000
Common stock and warrants issued for stock
	subscription receivable supported by
	restricted cash, October 2008
		- allocated to common stock			6,499,000	129,980			1,148,859	(1,278,839)			-
		- allocated to warrants							3,721,161	(3,721,161)			-
Common stock issuable to a Director for services
	received, October 2008						25,000	500	24,750				25,250
Common stock issued for cash, November 2008					166,667	3,333			46,667				50,000
Common stock issuable for services received,
	November 2008						62,500	1,250	30,000				31,250
Net loss												(1,128,099)	(1,128,099)
Balance December 31, 2008			-	-	10,884,021	217,680	579,286	11,586	10,472,710	(5,000,000)	(2,632,475)	(4,261,520)	(1,192,019)

Common stock issuable for services received,
	January 2009						30,000	600	5,400				6,000
Net loss												(344,424)	(344,424)
Balance September 30, 2009			-	$ -	10,884,021	$ 217,680	609,286	$ 12,186	$ 10,478,110	$ (5,000,000)	$ (2,632,475)	$ (4,605,944)	$ (1,530,443)

See Notes to Financial Statements

4


1st NRG CORP
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2009, and 2008 and for the Period from
October 1, 2003 (the effective date of the development stage) through September 30, 2009
(unaudited)
					September 30,		Cumulative During the Development
					2009	2008	Stage
Cash Flows From Operating Activities
	Net loss				$ (344,424)	$ (1,052,892)	$ (4,605,944)
	Adjustments to reconcile net loss to net cash
		used in operating activities
		Common stock issuable for:
			services		6,000	-	62,500
			future services		-	-	10,000
		Options issuable for mangement compensation			-	-	19,698
		Warrants issuable for services			-	271,186	271,186
		Common stock issued for:
			management compensation		-	-	1,950,000
			services		-	-	27,500
		Gain on extinguishment of related party debt			-	-	(205,000)
		Loss of deposits held in Escrow			-	-	355,767
		Change in operating assets and liabilities
			Prepaid expenses and other assets		14,180	-	(2,982)
			Accounts payable and accrued interest		98,003	255,169	239,552
			Accrued management compensation		187,500	375,003	1,361,383
				Net cash used in operating activities	(38,741)	(151,534)	(516,340)
Cash Flows From Investing Activity
	Increase in deposits in Escrow				-	-	(355,767)
			Net cash used in investing activities		-	-	(355,767)
Cash Flows From Financing Activities
	Proceeds from contracts payable				-	-	12,361
	Proceeds on loans payable				38,284	25,681	15,094
	Proceeds (Payments) on loans payable, related party				-	(262)	4,041
	Proceeds from common stock and warrants, net				-	-	755,000
	Proceeds (Payments) from advances from related parties				169	(14,014)	85,608
	Proceeds from common stock private placement					145,000	-
				Net cash provided by financing activities	38,453	156,406	872,104
Net change in cash					(287)	4,872	(3)
Cash, beginning of period					288	-	3
Cash, end of period					$ 0	$ 4,872	$ 0
Supplementary Information - Non-cash Transactions:
	Common stock issued and issuable for debt
		and accrued expenses			$ -	$ -	$ 1,041,353
	Common stock issued and issuable for services				6,000	-	62,500
	Warrants issued for services				-	-	271,186
	Common stock and warrants issued for stock subscriptions
		supported by restricted cash			-	-	5,000,000
					$ 6,000	$ -	$ 6,375,039

See Notes to Financial Statements
5

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Organization

1^st NRG Corp (the "Company") was formed under the laws of the State of Delaware on January 8, 1988. The Company's principal business activity was the exploration and development of mineral properties until the reorganization discussed below. Effective as of October 1, 2003, the Company discontinued its current operations and re-entered the development stage to examine new opportunities. The Company is currently pursuing opportunities in the oil and gas industry.

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

Interim Period Financial Statements

The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period financial statements should be read together with the audited financial statements and accompanying notes included in the Company’s Form 10-K for the year ended December 31, 2008. In the opinion of the Company, the unaudited financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

Going Concern

The Company has incurred significant losses from operations and has an accumulated deficit at September 30, 2009. The Company's ability to continue as a going concern is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

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

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that directly affect the results of reported assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from these estimates.

Cash

The Company has no cash at September 30, 2009. Cash normally consists of checking and savings accounts held at financial institutions with original maturities of 90 days or less, stated at market value. The Company did not pay cash for any interest or income taxes during 2009 or 2008.

Accrued Interest

There was a contract payable that bore interest at 15% which was retired by committing to issue shares and recognizing issuable shares in 2003. Related accrued interest remains unpaid at September 30, 2009. The Company is presently in negotiations to settle this contract payable. Final terms have not been established.

Earnings Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares. For the nine months ended September 30, 2009 outstanding options and warrants were anti-dilutive because of the Company’s net losses. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

Fair Value of Financial Instruments

Financial instruments consist of cash, prepaid expenses, accounts payable, accrued management compensation, accrued interest, cash advances, and loans payable. The fair value of these financial instruments approximates the carrying amounts due to the short-term nature.

Comprehensive Loss

Comprehensive loss, as defined, includes all changes in equity during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive loss.

Stock-Based Compensation

The Company accounts for the compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options.

Income Taxes

The Company accounts for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income.

The Company accounts for uncertain income tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.

Note 2. Restricted Cash and Stock Subscription Receivable

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

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

Note 3. Stockholders’ Deficit

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


A summary of the warrants outstanding at September 30, 2009, is as follows:
	Number of warrants	Weighted Average Exercise Price	Remaining Contractual Term	Aggregate Intrinsic Value at Sept 30, 2009
Balance at December 31, 2008	11,606,000	$ 3.88	2.24 years	$ -
Warrants exercised	(0)
Warrants cancelled	(250,000)
Warrants expired	(0)
Balance at September 30, 2009	11,356,000	$ 3.84	1.49 years	$ -

In 2007, the Company authorized 25,000 common stock options to the Company’s CFO/Secretary as part of his employment contract. These warrants were cancelled by mutual consent in 2009. No gain or loss was recorded for this transaction.


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

The Company has no unvested warrants or stock options.

Note 4. Recent Accounting Pronouncements

There have been no recent accounting pronouncements that are applicable to the Company.

Note 5. Related Party Transactions

The Company’s offices are located in Ferndale, Washington. The office facilities are currently provided on a month to month basis by a Director of the Company and/or a Company controlled by the Director. The Director was paid $22,500 for facility costs consisting of rental expense for the nine months ended September 30, 2009 which is included General and Administrative Expenses.

Note 6. Cash Advances and Advances from Related Parties

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

Note 7. Loan Payable and Loan Payable from Related Party

In 2008, a related party paid operating expenses on behalf of the Company that must be repaid by October 9, 2009. The loan accrues interest at a rate of 10% per year.

In 2008, the Company received loan proceeds for general corporate use repayable by August 1, 2009. The loan accrues interest at a rate of 10% per year. At September 30, 2009, this loan is still outstanding.

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

Note 8. Subsequent Events

Management has considered subsequent events through November 19, 2009, the date of these financial statements were issuable, and determined there has been no reportable events.

.Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY," "SHALL," "WILL," "COULD," "EXPECT," "ESTIMATE," "ANTICIPATE," “PLAN,” "PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

This discussion and analysis should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates were based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments are outlined below and have not changed significantly.

Background:

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

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

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

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

On June 1, 2009, the non-binding March 16, 2009 Letter of Intent to acquire Presidium Energy, LLC was terminated.

(see Item 6 (c) Entering into a non-binding Letter of Intent between the Company and Presidium Energy, LC).

Limited Operations:

The Company has not generated any significant revenues and will not generate significant revenues until it is able to develop new projects and sources of financing. Expenditures as shown in the Statements of Operations during the current three month period reflect a material decrease over 2008 caused by the the replacement of employment agreements (see “Item 6(c) Exhibits 10.14.1 Employment agreement of Edward D. Renyk and 10.21.1.1 Employment Agreement of Dr. J. Greig) with month to month agreements at 50% of the prior compensation rates; Consulting fees reflecting the decrease in the requirement and use of external consultants related to preparation of presentation packages to elicit major financing; General and administrative expenses for the three months ended September 30, 2009 reflecting the additional cost for rents on the Ferndale head office facilities and contracting out of bookkeeping costs relative to our program to improve internal controls by separating the responsibilities of personnel.

At September 30, 2009, the Company had a stockholders' deficit of approximately $1,530,000.

Liquidity:

The financial statements of the Company contained herein have been prepared on a going concern basis. If the Company were unable to raise funds necessary to continue operations or were unable to generate positive cash flow from new operations, it might be forced to liquidate. In such event, it is unlikely that the Company would realize amounts sufficient to liquidate its liabilities recorded on the balance sheet.

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

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

There can be no assurance that any of these efforts will be successful.

Substantial Indebtedness to Related Parties:

The Company owed substantial amounts to related parties consisting of accrued management compensation, advances received primarily from Officers & Directors, and unsecured loans. There can be no assurance that the Company will be able to satisfy its obligations to the Related Parties.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

As required by Rule 13a-15 under the Exchange Act for the period ended September 30, 2009 we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation our Chief Strategic Officer and Chief Financial Officer (the “Certifying Officers”) conclude that our disclosure controls and procedures were not effective as of September 30, 2009 because of identified material weaknesses in our internal control over financial reporting as detailed below under “Material Weaknesses Identified”.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting. This assessment is based on the above and the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, and because of identified material weaknesses detailed below under “Material Weaknesses Identified” our Certifying Officers concluded that our internal control over financial reporting as of December 31, 2008 was not effective.

Material Weaknesses Identified

The Certifying Officers are aware that with the limited level of operations, financial resources and availability of personnel that material weaknesses exist in the controls and procedures, particularly in the concentration of duties, lack of an audit committee and access to additional financial expertise, both within and external to the current composition of the Board of Directors. Specific weakness in internal control over financial reporting exists because of the following:

The Company is managed by a small number of individuals working out of offices in Ferndale, Washington and Richmond, British Columbia. We do not have a large enough number of independent staff or management members to provide third party oversight in the review of our financial transactions on an ongoing basis as such, we have a lack of segregation of incompatible duties. As such, we have a lack of segregation of incompatible duties. Our CSO/Chairman of the Board/Director is solely responsible for initiating activities of the Company and CFO/Director/Secretary is responsible for reviewing, and, until recently, recording the financial transactions, as well as the preparation and review of financial reports, including the preparation of the 10-Q’s and 10-K. The electronically recorded and related physical records are maintained by the Ferndale office.

The Company’s Board of Directors consist of four members of which three make up the entire management team resulting in inadequate independent oversight of the management function as well as not having member to staff board of director committees, in particular an audit committee. The Company lacks a designated financial expert and no method of creating an effective whistleblower program.

Our limited operations and business practices include complex technical accounting issues that require significant accounting and SEC reporting expertise. We do not have adequate accounting technical resources to ensure timely and accurate accounting and reporting for addressing such highly technical issues.

There is a lack of independent supervisory review of accounting transactions, including the recording of general ledger journal entries, month end account reconciliations, and preparation of financial reporting.

Plan for Remediation of Material Weaknesses

The Chief Strategic Officer is actively engaged in actions to resolve these deficiencies by pursuing funding and acquisition of projects that would allow the Company to increase its level of staffing and add to its Board Members. Additional changes to operational control which can be implemented prior to full funding are being explored to allow the Company to meet the requirements by Sarbanes Oxley by its annual report for 2009.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report.

Changes in Internal Controls over Financial Reporting:

There have been no material changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2009 that have affected or are likely to affect our internal controls over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

The company is not currently involved in any legal proceedings.

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

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

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


	Number of shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
	Options	Warrants	Options	Warrants	Options	Warrants
Balance at December 31, 2008	25,000	11,606,000	$20.00	$3.88	$0		$0
Options/Warrants exercised	(0)	(0)
Options/Warrants canceled	(25,000)	(250,000)
Options/Warrants expired	(0)	(0)

Options/Warrants outstanding and exercisable at September 30,2009	(0)	11,356,000	$0	$3.84	$0		$0

The Company has no unvested stock options or warrants.

Item 3. Defaults Upon Senior Securities

The Company is not currently in default upon any securities.

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

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibits:

(a)

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

None

(b) Reports on Form 8-K:

None

(c)

Documents Incorporated by Reference

Part I Item 2. Exhibit 10.14.1 Employment Agreement of Edward D. Renyk Incorporated by reference to Company’s Form 10K-SB Accession Number 0001137171-07-001138 filed August 20, 2007.

Part I Item 2. Exhibit 10.21.1.1 Employment Agreement of J. Greig Incorporated by reference to Company’s Form 8-K Accession Number 0001137171-07-000608 filed April 30, 2007.

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

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

31 & 32 – Certification

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

1ST NRG CORP

/s/ J. Greig

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

Dated: November 19, 2009

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

CSO and

Principal Executive Officer

/s/ E. D. Renyk

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

Dated: November 19, 2009

By: E. D. Renyk

Principal Accounting Officer

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. J. Greig, certify that:

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

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

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

4. I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c)

Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ J. Greig

Dr. J. Greig, Chief Strategic Officer

November 19, 2009

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, E. D. Renyk, certify that:

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

(a)

(b)

(c)

5.I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ E. D. Renyk

E. D. Renyk, Chief Accounting Officer

November 19, 2009

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 1st NRG CORP (the “Company”) on Form 10-Q for the period ending September 30,2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Dr. J. Greig, Chief Strategic Officer of the Company, and E. D. Renyk, Chief Accounting Officer of the Company, respectively certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Greig

/s/ E. D. Renyk

Dr. J. Greig, Chief Strategic Officer

E. D. Renyk, Chief Accounting Officer

November 19, 2009

1st NRG Corp. 10-Q/A