Edgar Filing: NAPTAU GOLD CORP

CC Filed by Filing Services Canada Inc. 403-717-3898

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2007

|_| 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 business issuer as specified in its charter)

Delaware
(State or other jurisdiction of
Incorporation or organization)

22-3386947
(IRS Employer
Identification No.)

1941 Lake Whatcom Blvd #212

Bellingham, WA 98229

(address of principal executive offices)

360-384-4390

(issuer's telephone number)

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

(former name)

(former address)

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

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

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes |_| No |X|

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 59,846,274 shares of Common Stock, $.001 par value, were outstanding, as of May 17, 2007.

Transitional Small Business Disclosure Format (check one):

Yes |_| No |X|

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Form 10-QSB

INDEX

Page

Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheet

Statements of Operations

Statements of Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Item 2. Plan of Operation

Item 3. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

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

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

1^st NRG CORP

(formerly Naptau Gold Corporation)
(A Development Stage Company)

BALANCE SHEET

March 31, 2007

(Unaudited)


			ASSETS
Current Assets
	Cash			$ 110
	Prepaid expenses			10,000
			Total current assets	$ 10,110
			LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accounts payable			$ 33,579
	Accrued management compensation			414,750
	Accrued interest			2,678
	Loans payable			12,500
	Loans payable, related parties			58,425
			Total current liabilities	521,932
Stockholders' Deficit
	Preferred stock - authorized 5,000,000 shares, par value $.001
		none issued or outstanding
	Common stock - authorized 500,000,000 shares, par value $.001
		59,560,560 issued and outstanding		59,561
	Common stock issuable; 9,835,714 shares			9,836
	Additional paid-in capital			5,250,195
	Stock subscriptions			( 720,000)
	Accumulated deficit			(2,632,475)
	Deficit accumulated during the development stage			(2,478,939)
				( 511,822)
				$ 10,110

See Notes to Financial Statements

1^st NRG CORP

(formerly Naptau Gold Corporation)
(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2007 and 2006, and for the
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2007

(Unaudited)


		Three Months Ended March 31, 2007	Three Months Ended March 31, 2006	Cumulative During the Development Stage
Revenues		$ -	$ -	$ -
Expenses
	Management compensation	26,250	29,250	2,349,750
	General and administrative	3,268	1,823	125,802
	Interest	9	637	3,387
		29,527	31,710	2,478,939
Net loss		$ ( 29,527)	$ (31,710)	$(2,478,939)
Loss per Common Share (basic and
	fully diluted)	$ (0.00)	$ (0.00)

Weighted average number of common
	shares outstanding	69,396,274	68,610,560

See Notes to Financial Statements

1^st NRG CORP

(formerly Naptau Gold Corporation)
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Three Months Ended March 31, 2007 and for the
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2007

(Unaudited)


											Deficit
											Accumulated
						Common Stock		Additional			During the
		Preferred Stock		Common Stock		Issuable		Paid-in	Stock	Accumulated	Development
		Shares	Amount	Shares	Amount	Shares	Amount	Capital	Subscriptions	Deficit	Stage	Total
Balance, October 1, 2003		-	$ -	6,133,500	$ 6,134	-	$ -	$1,582,105	$ -	$(2,632,475)	$ -	$( 1,044,236)
Common stock issuable for
	management compensation,
	October 2003					39,000,000	39,000	1,911,000				1,950,000
Common stock issuable for
	debt and accrued expenses,
	October 2003					20,477,060	20,477	1,003,376				1,023,853
Net loss for period											(1,986,287)	(1,986,287)
Balance, December 31, 2003		-	-	6,133,500	6,134	59,477,060	59,477	4,496,481		(2,632,475)	(1,986,287)	( 56,670)
Stock subscription issued for services
	to be provided, May 2004			3,000,000	3,000			717,000	(720,000)			-
Issuance of common stock issuable				49,927,060	49,927	(49,927,060)	(49,927)					-
Net loss for period											( 121,966)	( 121,966)
Balance, December 31, 2004		-	-	59,060,560	59,061	9,550,000	9,550	5,213,481	(720,000)	(2,632,475)	(2,108,253)	( 178,636)
Net loss for period											( 164,683)	( 64,683)
Balance December 31, 2005				59,060,560	59,061	9,550,000	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						285,714	286	9,714				10,000
Issuance of common stock for
services, November 2006				500,000	500			27,000				27,500
Net loss for period											( 176,476)	( 176,476)
Balance December 31, 2006		-	-	59,560,560	59,561	9,835,714	9,836	5,250,195	(720,000)	(2,632,475)	(2,449,412)	( 482,295)
Net loss											( 29,527)	( 29,527)
Balance, March 31, 2007		-	$ -	59,560,560	$59,561	9,835,714	$ 9,836	$5,250,195	$ (720,000)	$(2,632,475)	$(2,478,939)	$( 511,822)

See Notes to Financial Statements

1^st NRG CORP

(formerly Naptau Gold Corporation)
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2007 and 2006, and for the
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2007

(Unaudited)


				Three Months Ended March 31, 2007	Three Months Ended March 31, 2006	Cumulative During the Development Stage
Cash Flows from Operating Activities
	Net loss for period			$ ( 29,527)	$ ( 31,710)	$ (2,386,268)
	Adjustments to reconcile net loss to net cash
		used in operating activities
		Common stock issuable for management compensation				1,950,000
	Changes in operating assets and liabilities
		Increase in accounts payable and accrued interest		1,967	( 10,320)	69,405
		Accrued management compensation		26,250	29,250	307,750
			Net cash used in operating activities	( 1,310)	( 12,780)	( 59,113)
Cash Flows from Financing Activities
	Proceeds from loans payable, related parties			1,310	12,841	106,680
	Proceeds from contracts payable					12,361
	Payments on loans payable					(59,821)
			Net cash provided by financing activities	1,310	12,841	59,220
			Net change in cash	-	61	107
Cash, beginning of period				110	49	3
Cash, end of period				$ 110	$ 110	$ 110

Supplementary information - Non-cash Transactions:
	Common stock issuable for debt and accrued expenses			$ -	$ -	$ 1,023,853
	Stock subscriptions issued for services to be provided			$ -	$ -	$ 720,000

See Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Organization

1^st NRG Corp (the "Company") (formerly Naptau Gold Corporation) 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 it reorganized. Effective as of October 1, 2003, the Company discontinued its operations related to mineral properties and re-entered the development stage to examine new opportunities. In 2006, the Company began to explore and consider opportunities in “Specialty Fuel Distribution” by entering partnerships with major refineries. The Company is currently working on a plan to acquire underutilized crude oil refining assets to begin implementation of their operational strategy.

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

The Company's offices are currently provided on a rent-free basis by a Director of the Company. Due to limited Company operations, any facilities expenses are not material and have not been recognized in these interim period financial statements.

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 disclosure 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-KSB for the year ended December 31, 2006. 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 March 31, 2007. 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 interim period financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) in November 2006, the signing of a “Private Placement Letter of Intent” with a “Placement Agent” to undertake the Private Placement on a “best efforts” basis for the account of the Company an aggregate of Five Hundred Million Dollars ($500,000,000) in combined equity and debt to acquire the underutilized crude refining

assets as referred to above in Organiztion, and (b) controlling overhead and expenses. There can be no assurance that any of these efforts will be successful.

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. There were no potentially dilutive securities held as of March 31, 2007 or 2006. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

Stock Based Compensation

The Company accounts for stock-based awards in accordance with SFAS No. 123(R) which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123, “Accounting for Stock Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock Based Compensation Transition and Disclosure”.

Recent Accounting Pronouncements

There have been no recent pronouncements since December 31, 2006 that are expected to have a material effect on the financial statements of the Company.

Note 2. Subsequent Event

In April 2007, by way of a Common Stock Unit Purchase Agreement, the Company successfully raised $500,000 through the sale of a combination of 14,285,700 common shares, and 10,000,000 warrants which allow the holder to purchase 10,000,000 additional shares at $3.00 per share, expiring 30 months from April 2007. These shares have not yet been issued as of May 17, 2007.

In May 2007, the Company issued 500,000 stock options to the Company CFO. The options are exercisable at $1.00 per share and are exercisable for 3 years beginning in May 2007.

Item 2. Plan of Operation

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.

With the completion of the re-organization in 1994 the Company expanded its areas of interest in addition to the historical mineral exploration activities carried on in the past. The Company is presently developing a business plan and model based on an identified niche related to Specialty Fuel Production. It will attack this market by developing partnerships with major players, identifying acquisition targets, and utilize its established financial associations to fund the model. As the model develops the Company’s Chief Strategic Officer has identified quality qualified personnel, with whom he is in current negotiation, to help bring the model to life and guide it through the various stages of development and growth.

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 quarter show no material increase or decrease over 2006.

At March 31, 2007 the Company had a stockholders' deficit of $511,822.

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.

Historically, management has provided the cash funding required to meet current operating costs. Additionally the Company has undertaken further steps as part of the plans outlined above under “Plan of Operation” with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) in November the signing of a “Private Placement Letter of Intent” with a “Placement Agent” to undertake the Private Placement on a “best efforts” basis for the account of the Company an aggregate of Five Hundred Million Dollars ($500,000,000) in combined equity and debt (see “Item 13(a) Exhibits 10.23, Chadbourn Securities Private Placement Letter of Intent) , (b) with the raising of $500,000 private placement funding, (see “Item 13(a) Exhibits 10.22, Common Stock Unit Purchase Agreement), and in April, 2007, (c) controlling overhead and expenses. There can be no assurance that any of these efforts will be successful.

Substantial Indebtedness to Related Parties: The Company owed an aggregate of $473,175, including accrued management compensation and loans payable, primarily to Officers, Directors and related parties. There can be no assurance that the Company will be able to satisfy its obligations to the Related Parties.

During this quarter the Company obtained its required funding from an increase in debt to shareholders, Officers and/or Directors.

Item 3. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Company’s Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to section 240.13a-15(b) of the Exchange Act of 1934, which are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, as appropriate to allow timely discussions regarding required disclosure, particularly during the period in which this report was prepared. Based upon that evaluation, the Company’s Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic filings with the U.S. Securities and Exchange Commission.

However, due to the limited funding available to staff administrative and clerical positions, the Company continues to rely on its principal financial officer and treasurer to perform substantially all of the basic accounting functions. It is not possible to adequately segregate the accounting responsibilities so that the person receiving and recording accounting entries is not the same person that is reconciling and reviewing the accounts and therefore extra diligence must be exercised during the period these tasks are combined and this weakness exists. Because the volume of accounting transactions at this time is very low, the extra burden on the other members of the Company to carry out this extra diligence is minimal and manageable.

It is also recognized, for similar reason, the Company has not designated an audit committee and should address this concern at the earliest possible opportunity.

The Company is committed in its efforts to stabilize it’s financing to allow for adequate staffing of the accounting department and the addition of an audit committee once operations commence.

(b) Changes in Internal Controls.

There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None

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

No changes to securities were made during this reporting period.

Item 3. Defaults upon Senior Securities

None

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

None during this reporting period.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

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

*10.22 – Common Stock Unit Purchase Agreement

*10-23 – Private Placement Letter of Intent – Chadbourn Securities

31 & 32 – Certification

* Incorporated by reference to Company’s 10-KSB filed May 18, 2007 Accession Number 0001137171-07-000745

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: May 20, 2007

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

CSO and

Principal Executive Officer

/s/ Edward D. Renyk

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

Dated: May 20, 2007

By: Edward D. Renyk, CA

Secretary and

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

In connection with the Quarterly Report of 1st NRG CORP (the “Company”) on Form 10-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. J. Greig, Chief Executive Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed this Report;

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;

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;

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

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 Executive Officer

May 20, 2007

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

In connection with the Quarterly Report of 1st NRG CORP. (the “Company”) on Form 10-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward Renyk, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed this Report;

(a)

(b)

(c)

(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

Edward Renyk, Chief Financial Officer

May 20, 2007

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-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Dr. J. Greig, Chief Executive Officer of the Company, and Edward Renyk, Chief Financial 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 Executive Officer

Edward Renyk, Chief Financial Officer

May 20, 2007