September 30, December 31, 2001 2000 ---------- ----------- Assets Current assets: Cash and cash equivalents $ 3,117 $ 5,974 Short-term investments 1,355 4,259 Accounts receivable, net 1,626 654 Inventories 783 684 Prepaid expenses and other assets 737 491 ---------- ---------- Total current assets 7,618 12,062 Fixed assets, net 262 54 Goodwill and other intangible assets, net 6,832 - Other assets 1,240 1,552 ---------- ---------- Total assets $ 15,952 $ 13,668 ========== ========== Liabilities and Stockholders' Deficit Current liabilities: Capital leases $ 32 $ - Notes payable to stockholder - current portion 250 - Accounts payable 728 267 Accrued expenses 1,608 989 Deferred revenue 1,536 - ---------- ---------- Total current liabilities 4,154 1,256 Convertible subordinated notes 14,393 14,393 Notes payable to stockholder - long-term portion 210 - ---------- ---------- Total liabilities 18,757 15,649 ---------- ---------- Stockholders' deficit: Common stock, no par value; 10,000 shares 112,321 107,565 authorized; 7,5647 and 5,440 shares issued, 7,324 and 5,200 shares outstanding at September 30, 2001 and December 31, 2000, respectively Other stockholders' deficit (115,126) (109,546) ---------- ---------- Total stockholders' deficit (2,805) (1,981) ---------- ---------- Total Liabilities and stockholders' deficit $ 15,952 $ 13,668 ========== ==========UNITED STATES

~~Three~~SECURITIES AND ~~Months~~EXCHANGE Ended Nine Months Ended September 30, September 30, ------------------- ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Revenues Product $ 1,564 $ 1,258 $ 3,765 $ 3,493 Services 291 - 598 - -------- -------- -------- -------- Total revenues 1,855 1,258 4,363 3,493 -------- -------- -------- -------- Costs and expenses: Cost of product revenues 1,106 1,209 2,981 2,967 Cost of services revenues 55 - 116 - Research and development 543 421 1,357 1,071 Marketing and sales 1,004 827 2,673 2,106 General and administrative 523 419 1,540 1,081 Amortization of goodwill and other intangible assets 422 - 862 - Restructuring - - 72 - -------- -------- -------- -------- Total costs and expenses 3,653 2,876 9,601 7,225 -------- -------- ------- -------- Loss from operations (1,798) (1,618) ( 5,238) ( 3,732) Interest income 100 178 297 630 Interest expense ( 248) ( 238) ( 736) ( 758) -------- -------- -------- -------- Loss before extraordinary gain on early retirement of debt (1,946) (1,678) (5,677) (3,860) Extraordinary gain on early retirement of debt - - - 1,259 -------- -------- -------- -------- Net loss $(1,946) $(1,678) $(5,677) $(2,601) ======== ======== ======== ======== Basic and diluted per share amounts: Loss before extraordinary gain on early retirement of debt $ (.27) $ (.32) $ (.85) $ (.75) Extraordinary gain on early retirement of debt - - - .25 -------- -------- -------- -------- Net loss $ (.27) $ (.32) $ (.85) $ (.50) ======== ======== ======== ======== Basic and diluted weighted average common shares outstanding 7,324 5,180 6,662 5,169 ======== ======== ======== ========COMMISSION

~~Nine Months Ended September 30~~Washington, -------------------------- 2001 2000 -------- -------- Net cash used in operating activities $ (4,251) $ (4,357) --------- --------- Cash flows from investing activities: Sales (purchases) of short-term investments, net 2,888 8,593 Acquisition of SSGI, net of cash acquired of $3 (972) - Purchase of fixed assets (62) (31) --------- --------- Net cash provided by investing activities 1,854 8,562 --------- --------- Cash flows from financing activities: Proceeds from issuance of common stock 14 70 Repurchase of convertible subordinated notes - (1,679) Net repayment of line of credit (474) - --------- --------- Net cash used in financing activities (460) (1,609) --------- --------- Net (decrease) increase in cash and cash equivalents (2,857) 2,596 Cash and cash equivalents, beginning of period 5,974 3,485 --------- --------- Cash and cash equivalents, end of period $ 3,117 $ 6,081 ========= ========= Supplemental disclosure of cash flow information: Interest paid $ 432 $ 508 D.C. 20549

FORM 10-Q

(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, 2009

Or

o	TRANSITION REPORT PURSUANT TO 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.

(Exact name of small business issuer as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		38-3717938 (I.R.S. Employer Identification No.)

2370 Watson Court, Suite 110 Palo Alto, CA 94303 (Address of Principal Executive Offices) (650) 384-0333 (Issuer’s telephone number)


None (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yesx No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

o Large accelerated filer o Accelerated filer

o Non-accelerated filer x Small reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes x No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of March 31, 2009:

Class Common Stock, $0.0001 par value	Outstanding as of May 8, 2009 31,865,767

INDEX	Page
PART 1-FINANCIAL INFORMATION		3

Item 1. Financial Statements



Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008		F-1

Statements of Operations (unaudited) for the three months ended March 31, 2009 and March 31,2008 and the period from inception (January 1, 2008) to March 31, 2009.		F-2

Statements of Cash Flows (unaudited) for the three months ended March 31, 2009 and March 31, 2008 and the period from inception (January 1, 2008) to March 31, 2009		F-3

Statement of Stockholders Equity (Deficit) from inception (January 1, 2008) to March 31, 2009		F-4

Notes to Interim Financial Statements		F-5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5

Item 3. Quantitative and Qualitative Disclosures about Market Risk		6

Item 4. Control and Procedures		6

PART 11-OTHER INFORMATION		6

Item 1. Legal Proceedings		6

Item 1A. Risk Factors		6

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		11

Item 6. Exhibits		11

SIGNATURES		12

- 2 -

PART I-FINANCIAL INFORMATION

ITEM 1. Financial Statements

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

FINANCIAL REPORTS

March 31, 2009

- 3 -

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

TABLE OF CONTENTS


Balance Sheets at March 31, 2009 (Unaudited) and December 31, 2008	F-1

Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (restated) and for the Period from Date of Inception (January 1, 2008) through March 31, 2009 (Unaudited)	F-2

Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (restated) and for the Period from Date of Inception (January 1, 2008) through March 31, 2009 (Unaudited)	F-3

Statements of Changes in Stockholders’ Equity for the Period from Date of Inception (January 1, 2008) through March 31, 2009 (Unaudited)	F-4

Notes to Financial Statements	F-5 - F-12

- 4 -

ST. LAWRENCE ENERGY CORP.

(FORMERLY UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

BALANCE SHEETS

	(Unaudited)
	March 31,			December 31,
	2009			2008

ASSETS
Current Assets
Cash and Cash Equivalents	$	3,167		$	152
Due from Related Party		1,762,579			1,789,241

Total Assets	$	1,765,746		$	1,789,393


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	43,416		$	6,716


Stockholders' Equity
Preferred Stock - A: $.0001 Par; 1,000,000 Shares Authorized,
30,000 Issued and Outstanding		3			3
Preferred Stock - B: $.0001 Par; 4,000,000 Shares Authorized,
1,000,000 Issued and Outstanding		100			100
Common Stock: $.0001 Par; 495,000,000 Shares Authorized;
31,865,766 Issued and Outstanding		3,186			3,186
Additional Paid-In-Capital		38,358,160			38,358,160
Deficit Accumulated During Development Stage		(36,639,119	)		(36,578,772	)

Total Stockholders' Equity		1,722,330			1,782,677

Total Liabilities and Stockholders' Equity	$	1,765,746		$	1,789,393

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

F-1

ST. LAWRENCE ENERGY CORP.

(FORMERLY UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

STATEMENTS OF OPERATIONS - UNAUDITED

							Period From
							Date of Inception
	For the Three Months Ended						(January 1, 2008)
	March 31,						Through
	2009			2008			March 31, 2009
				(restated)
Revenues	$	—		$	—		$	—

Expenses
General and Administrative		60,347			220,784			6,300,022
Research and Development		—			186,148			186,148

Total Expenses		60,347			406,932			6,486,170

Net Loss for the Period Before
Investment Impairment
Investment Impairment		—			30,000,000			30,000,000

Net Loss for the Period Before Income Tax		(60,347	)		(30,406,932	)		(36,486,170	)

Income Tax		—			—			—

Net Loss for the Period	$	(60,347	)	$	(30,406,932	)	$	(36,486,170	)


Loss per Share - Basic and Diluted	$	(0.00	)	$	(1.62	)	$	(1.27	)

Weighted Average Common Shares Outstanding		31,865,766			18,818,052			28,801,420

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

F-2

ST. LAWRENCE ENERGY CORP.

(FORMERLY UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

STATEMENTS OF CASH FLOWS - UNAUDITED

							Period From
							Date of Inception
	For the Three Months Ended						(January 1, 2008)
	March 31,						Through
	2009			2008			March 31, 2009
				(restated)
Cash Flows from Operating Activities

Net Loss for the Period	$	(60,347	)	$	(30,406,932	)	$	(36,486,170	)

Adjustments to Reconcile Net Loss for the Period
to Net Cash Flows from Operating Activities:
Common Stock Issued for Services		—			—			6,000,000
Preferred Stock Issued for Services		—			200,000			200,000
Investment Impairment		—			30,000,000			30,000,000
Fair Value of Services Provided by Related Parties					6,000			12,000
Changes in Assets and Liabilities:
Accounts Payable		36,700			2,136			39,916
Accrued Expenses		—			8,134			—

Net Cash Flows from Operating Activities		(23,647	)		(190,662	)		(234,254	)

Net Cash Flows from Investing Activities		—			—			—

Cash Flows from Financing Activities
Cash Advance by Related Party		26,662			(1,809,252	)		(1,762,579	)
Common Stock Issued for Cash		—			2,000,000			2,000,000

Net Cash Flows from Financing Activities		26,662			190,748			237,421

Net Change in Cash and Cash Equivalents		3,015			86			3,167

Cash and Cash Equivalents - Beginning of Period		152			—			—

Cash and Cash Equivalents - End of Period	$	3,167		$	86		$	3,167

Supplemental Non-Cash Investing and Financing Activities:
Investment in Nok Bong	$	—		$	30,000,000		$	30,000,000


Cash Paid During the Period for:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—

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

F-3

ST. LAWRENCE ENERGY CORP.

(FORMERLY UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM
DATE OF INCEPTION (JANUARY 1, 2008) THROUGH MARCH 31, 2009 - UNAUDITED

															Deficit
															Accumulated
	Preferred Stock -A				Preferred Stock -B				Common Stock				Additional		During			Total
	Number				Number				Number				Paid-In-		Development			Stockholders'
	of Shares		Value		of Shares		Value		of Shares		Value		Capital		Stage			Deficit

Balance - January 1, 2008		30,000	$	3		—	$	—		531,766	$	53	$	149,393	$	(152,949	)	$	(3,500	)

Common Stock Issued in Exchange for
Equity Investment		—		—		—		—		20,000,000		2,000		29,998,000		—			30,000,000

Common Stock Issued for Services		—		—		—		—		10,000,000		1,000		5,999,000		—			6,000,000

Common Stock Issued for Cash		—		—		—		—		1,334,000		133		1,999,867		—			2,000,000

Preferred Stock Issued for Services		—		—		1,000,000		100		—		—		199,900		—			200,000

Contributed Services		—		—		—		—		—		—		12,000		—			12,000

Net Loss										—		—		—		(36,425,823	)		(36,425,823	)

Balance - December 31, 2008		30,000		3		1,000,000		100		31,865,766		3,186		38,358,160		(36,578,772	)		1,782,677

Net Loss for the Period										—		—		—		(60,347	)		(60,347	)

Balance - March 31, 2009		30,000	$	3		1,000,000	$	100		31,865,766	$	3,186	$	38,358,160	$	(36,639,119	)	$	1,722,330

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

F-4

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note A - The Company

St. Lawrence Energy Corp., formerly UroMed Corporation, d/b/a ALLIANT Medical Technologies, (the “Company”), was incorporated in Massachusetts in October 1990 and changed its domicile to Delaware in January 2006. Prior to filing for bankruptcy under Chapter 7 in 2002, UroMed marketed a portfolio of products utilized for cancer radiation therapy and prostate cancer surgery. On December 21, 2007, the Company changed its name form UroMed Corporation to St. Lawrence Energy Corp. The Company’s principal office is located in Palo Alto, California.

On May 15, 2002, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts (case no. 02-13545). As a result of the filing, all of the Company’s properties were transferred to a United States Trustee and all business operations were terminated. The Bankruptcy Trustee has disposed of all of the assets. On January 19, 2005, the Bankruptcy Court approved an Order confirming the sale of debtor’s interest in personal property to Park Avenue Group Inc.

The condensed financial statements of St. Lawrence Energy Corp., (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

Basis of Presentation

The Company adopted “fresh-start” accounting as of January 15, 2005 in accordance with procedures specified by AICPA Statement of Position (“SOP”) No. 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code.

Pursuant to SFAS 7 a “Development Stage Company” is one that devotes most of its activities to establishing a New Business.

- continued -

F-5

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note A - The Company - continued

During the year ended December 31, 2008, the Company actively engaged in Research & Development activities in their planned principle business sector and accordingly is deemed a development stage company. Pursuant to SFAS 7, cumulative presentation is required for dormant companies that have been re-activated at the development stage. Accordingly, the financial statements for the year ended 2008 present cumulative totals from the date of entry into the development stage, January 1, 2008. Under the provision in the standard, cumulative information in presented from the deemed date of inception which is the date the dormant company is reactivated to development stage status.

Scope of Business

Subsequent to the emergence from bankruptcy the Company became an empty shell. As of January 1, 2008, the Company changed its primary business objective from a shell company to an operating company in the renewable energy sector. At present, the Company is focusing its efforts on development and/or marketing of solar and advanced photo-voltaic solar products.

Note B -Summary of Significant Accounting Policies

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

- continued -

F-6

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note B - Summary of Significant Accounting Policies – continued

Earnings per Share

Earnings per share of common stock are computed in accordance with SFAS No, 128, “Earnings per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

Financial Instruments

The Company’s financial instruments consist of cash, due from related party and accounts payable. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

Use of Estimates

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

Stock-Based Compensation

SFAS No. 123R requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate fair value method. The Company does not currently have any outstanding options subject to future vesting.

Note C -Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $36,639,119 at March 31, 2009.

- continued -

F-7

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note C -Going Concern – continued

The Company has no revenues and is dependent upon the willingness of the Company's management or affiliated parties to fund the costs associated with the reporting obligations under the Exchange Act, other administrative costs associated with the Company's corporate existence and expenses related to the Company's business objective. The Company is not likely to generate any revenues until its product is fully developed. The Company anticipates that it will have access to sufficient financial resources to continue to pay operating 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 banks or financial institutions to secure additional financing and there can be no assurance that any such arrangement would be available on terms acceptable and in the Company's best interests. The Company does not have any written agreement with management or its significant stockholders to provide funds for the Company's operating expenses. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Note D -Recently Issued Accounting Standards

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Non-controlling Interests in Financial Statements, an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The adoption of SFAS 160 on its financial statements did not expect it to have a material effect.

- continued -

F-8

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note D -Recently Issued Accounting Standards – continued

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”. SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any non-controlling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The adoption of SFAS 141(R) on its financial statements did not have a material effect.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The adoption of SFAS 161 on its financial statements did not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS 163”). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December,, 2009. The Company is currently evaluating the impact of SFAS 163 on its financial statements but does not expect it to have a material effect.

F-9

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note E – Fresh Start Accounting and Bankruptcy Proceedings

On May 15, 2002, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court District of Massachusetts (case no. 02-13545). On January 19, 2005, the Bankruptcy Court approved an Order confirming the sale of debtor’s interest in personal property to Park Avenue Group Inc. The Court order provided that the sale was free and clear of liens, claims and interests of others and that the sale was free and clear of any and all other real or personal property interests, including any interests of UroMed’s subsidiaries. It was on this date, January 19, 2005, that the Company adopted “fresh-start” accounting, in accordance with procedures specified by the AICPA Statement of Position (SOP) No. 90-7 “Financial Reporting by Entities in Reorganization under the Bankruptcy Code.”

Note F – Stock Transactions

On May 20, 2006 pursuant to the Bankruptcy Court Order dated January 16, 2005, the board of directors approved and authorized an amendment to the Company’s Articles of Incorporation and increased the number of Common authorized shares to 100,000,000, changed the par value of Common and Preferred shares to $.0001 and designated 1,000,000 series A preferred stock and issued 900,000 of such shares. Each share of Preferred A carries 10 to 1 voting rights and is not convertible into common stock.

On January 8, 2007, the Company declared a reverse split of the common stock. The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. Any resulting share ownership interest of fractional shares was rounded up to the first whole integer in such manner that all rounding was done to the next single share and each and every shareholder would own at least one (1) share. The reverse stock split was effective January 8, 2007 for holders of record at January 8, 2007. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred January 1, 2006. Each share of common stock carries 1 to 1 voting rights.

On January 14, 2008 the Board of Directors and a majority of the voting securities of the Company approved an amendment and restatement of the Company’s Certificate of Incorporation. The amendment provided for an increase in the authorized common stock to 495,000,000 and 5,000,000 Preferred stock. The amendment further provided that a second class of Preferred Stock be established at $.0001 par with 100 to 1 voting rights and convertible into common stock at 1 to 1. This stock would be classified as Class B, with 4,000,000 shares authorized. Class A Preferred Stock would have an additional 970,000 authorized bringing the total authorized to 1,000,000.

On January 8, 2008 the Company effectively traded 20,000,000 shares of Common Stock valued at $30,000,000 for 400,000 shares of common stock (30% interest) in a private company located in the Republic of Korea.

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F-10

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note F - Stock Transactions – continued

On January 14, 2008 the Company entered into a Stock Subscription Agreement with 3Soft, Inc. (the "3Soft Subscription Agreement"), pursuant to which 3Soft, Inc., a company organized under the laws of the Republic of Korea whose 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 Common Stock and agreed to purchase the remaining $8 million during the first quarter of 2008. 3Soft has indicated to the Company that it would not complete its purchase of stock during the first quarter of 2008. The Company has continued their discussions with 3Soft concerning an amendment of the 3Soft Subscription Agreement. 3Soft develops, manufactures and markets sophisticated and precision instruments and systems.

On January 14, 2008 the Company entered into a Stock Subscription Agreement with Hirsh Capital Corp. (A California Corporation) pursuant to which Hirsch subscribed for one million (1,000,000) shares of Series B Preferred Stock of the Company. The consideration received by the Company for the exchange of the one million (1,000,000) shares of its Series B Preferred Stock to Hirsch includes the transformation of the Company from a shell company into an operating company in the energy sector by encouraging NOK-BONG and 3Soft to enter into the transactions described in the Form 8-K and further business relationships with the Company, NOK-BONG and 3Soft. Therefore, the Company recorded an expense of $200,000 for the three months ended March 31, 2008 in consideration for services rendered.

On April 22, 2008 the Company issued 10,000,000 shares of Common Stock valued at $.60 per share totaling $6,000,000 to a consultant in consideration for services to be rendered to the Company in pursuing similar companies to work with St. Lawrence in the energy sector.

Note G – Related Party Transactions

The former officers and principal stockholders provided, without cost to the Company, services and office space. The total of these expenses was $0 and $6,000 for the three month periods ended March 31, 2009 and 2008, respectively.

In connection with the sale of shares to 3Soft, proceeds in the amount of approximately $1.7 million are being held by Hirsh Capital in trust for the Company. Hirsh Capital is the majority stockholder of the Company. The amount has been recorded as due from related party in the accompanying financial statements.

Note H – Investment

On January 8, 2008 the Company traded 20,000,000 common shares valued at $1.50 per share totaling $30,000,000 for 400,000 shares of common stock of Nok Bong, a shipping company in the Republic of Korea. The investment has been recorded on the equity method, however, the Company has been unable to obtain any financial information from Nok Bong to determine its pro-rata share of profit or loss as required by the equity method. Furthermore, since no financial information is available, the Company cannot determine its value of its investment in Nok Bong and therefore an impairment of $30,000,000 is expensed for the three months ended March 31, 2008. Additionally, Nok Bong has experience difficulty in meeting its performance obligations with respect to its contractual responsibilities.

F-11

ST. LAWRENCE ENERGY CORP.

(FORMERLY KNOWN AS UROMED CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Palo Alto, California

NOTES TO FINANCIAL STATEMENTS

Note I – Research and Development

On December 2, 2008 the Company announced that it has entered into a joint solar energy technology development agreement with NASA (National Aeronautics and Space Administration). Through the agreement, both St. Lawrence and NASA will jointly cooperate in developing the next generation, more efficient, solar energy technologies.

St. Lawrence has engaged 3Soft, Inc. of South Korea in partnership for product adaptation and marketing to major markets in Asia. 3Soft's capability in manufacturing and implementation will allow St. Lawrence to leverage off 3Soft successes with its manufacturing sophistication. 3Soft is expected to continue with its participation in St. Lawrence's solar venture and to shorten time to market.

For the three months ended March 31, 2009 and 2008, research and development was $-0- and $186,148, respectively.

Note J – Restatement of Prior Quarter Financials

As described in Note A, the Company pursuant to SFAS 7 changed its inception date from January 19, 2005 to January 1, 2008. As described in Note F and Note H, the following three (3) stock transactions were previously unreported for the quarter ended March 31, 2008: the exchange transaction valued at $30,000,000 with Nok Bong which was subsequently impaired on the same date for $30,000,000; the stock subscription agreement with 3Soft, Inc. whereby 3Soft purchased 1,334,000 shares common stock for $2,000,000 which was received by a Related Party; and the stock subscription agreement with Hirsh Capital valued at $200,000 for contributed services. Net loss at March 31, 2008 after restatement has increased by $30,200,000 to $30,406,932.

F-12

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and the other financial information included in this report.

Forward-Looking Statements

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

Background

In December 2007, the former principal shareholders of the Company entered into private stock purchase agreements with Hirsch Capital Corp. ("Hirsch Capital") pursuant to which Hirsch Capital acquired shares of common stock and preferred stock. In January 2008, the Company issued 1,000,000 shares of the Company’s Series B Preferred stock as previously described in the Form 8-K filed on January 14, 2008. Hirsch controls 76.1% of the Company’s voting stock.

Business Objectives and Plan of Operations of the Company

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

Following the change in control in December 2007, the Company has shifted its focus to becoming an operating company in the renewable energy sector. The Company has spent its limited resources in connection with such efforts, but has not yet been successful in entering into definitive arrangements to develop or sell any specific products or services. To date, the Company has focused its effort to develop and/or market advanced photo-voltaic solar products. Hirsch Capital has advanced funds totaling $237,421, which funds were used by the Company to enter the market of advanced photo-voltaic solar products.

The Company's current business objective is to develop a business within the renewable energy sector and possibly seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company may utilize its capital stock, debt securities or a combination of capital stock and debt securities, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock.

If and when a business will be commenced or, a potential acquisition on acceptable terms is acquired, is not presently known. The foregoing transactions will depend upon various factors, many outside our control, including but not limited to, funding and availability. The estimated costs associated with reviewing a potential business venture (primarily due diligence), is expected to be $5,000 to $25,000. These funds will either be borrowed by management or raised in private offerings. We can give no assurance that the requisite funding will be obtained.

Results of Operations

Three-Month Period ended March 31, 2009 Compared to March 31, 2008

During the three-months ended March 31, 2009 and 2008, the Company did not generate any revenues. We had operating expenses of $60,347 during the three-months ended March 31, 2009 compared to $406,932 in the same period in the prior year. The decrease in our operating expenses due to a reduction in general and administrative and research and development expenses. We expect our operating expenses to increase in the next quarters as we attempt to begin operations and complete an acquisition. We had a net loss of $60,347 during the three-months ended March 31, 2009 compared to a net loss of $30,406,932 during the three-months ended March 31, 2008.

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The Company has generated no profit since inception. We have accumulative losses of $36,639,119 since the Company's was released from bankruptcy on January 19, 2005. All of these losses are primarily the result of investment impairment, consulting expenses, legal and accounting expenses.

Liquidity and Capital Resources

At March 31, 2009, the Company had $3,167 in cash. We are dependent upon interim funding provided by management or affiliated parties to pay professional fees and expenses related to our present business activities. Our management and affiliated parties have agreed to provide funding as may be required to pay for accounting and professional fees and other administrative expenses of the Company. If we require additional financing to further develop our activities to enter the market of advanced photo-voltaic solar products, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2009, management performed, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on the evaluation and the identification of the material weaknesses in our internal control over financial reporting described below, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our Chief Executive Officer and our Chief Financial Officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of March 31, 2009. Management’s assessment of internal control over financial reporting was conducted using the criteria in Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in our internal control over financial reporting as of March 31, 2009:

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Board Minutes

Our audit procedures disclosed that minutes of the meetings of the board of directors are not maintained. As a result, there is no assurance regarding the discussion that may have taken place at a meeting of the board and likewise, no assurance regarding official actions of the board that may have had a financial impact.

Because of the material weaknesses noted above, management has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2009, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

We are in the process of implementing remediation efforts with respect to the material weaknesses noted above as follows:

We believe the foregoing efforts will enable us to improve our internal control over financial reporting. Management is committed to continuing efforts aimed at improving the design adequacy and operational effectiveness of its system of internal controls. The remediation efforts noted above will be subject to our internal control assessment, testing and evaluation process.

This report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Commission that permit the company to provide only management's report in this quarterly report.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

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RISKS RELATING TO OUR BUSINESS

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

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

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

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

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

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

Dependence on key personnel

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

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

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

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

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

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

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

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

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

Additional financing requirements associated with reporting obligations under the Exchange Act

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

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

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

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 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.

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

·	registration as an investment company;

·	adoption of a specific form of corporate structure; and

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

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

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

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

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

RISKS RELATED TO OUR COMMON STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Dividends unlikely

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

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

For the three months ended March 31, 2009, we did not have unregistered sales of equity securities or use of proceeds from registered securities.

ITEM 6. EXHIBITS

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

No.		Description of Exhibit

31.1		Certification of CEO/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/CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

	ST. LAWRENCE ENERGY CORP.

		/s/ W. Benjamin Garst, Jr.
		W. Benjamin Garst, Jr.
		CEO, CFO and Chairman

Dated: May 22, 2009

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Filing Compare · ST. LAWRENCE ENERGY CORP.