10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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, 2008

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

Commission File Number: 0-23266

ST. LAWRENCE ENERGY CORP.

(Exact name of registrant as specified in its charter)

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

2370 WATSON CT.,SUITE 110, PALO ALTO, CA	94303
(Address of principal executive offices)	(Zip Code)

650-585-6686

(Registrant's telephone number, including area code)

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

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

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Yes x No ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes x No ¨

SEC 1296(02-08) Potential persons who are to respond to the collection of information contained in this form are not required to

respond unless the form displays a currently valid OMB control number.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

March 31, 2008: Common- 531,767

March 31, 2008: Series A Preferred-30,000

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management, and commence of the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

ST. LAWRENCE ENERGY CORP.

Condensed Balance Sheet

(A development-stage company)

	March 31, 2008			December 31, 2007
	UNAUDITED			AUDITED
Assets
Current assets
Cash and cash equivalents	$	86		$	-
Total current assets		86			-
Other Assets
Prepaid expenses		-			-
Total other assets					-
Total Assets	$	86		$	-
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	6,078		$	3,500
Accrued liabilities		7,000			-
Payroll Liabilities		1,133			-
Total current liabilities	$	14,212		$	3,500
Other liabilities
Note payable		190,748			-
Total other liabilities		190,748			-
Total liabilities		204,960			-
Stockholders’ Deficit
Preferred stock 4,000,000 shares-Series A- authorized having a par value of $0.0001 per share, 30,000 shares issued and outstanding		3			3
1,000,000 shares-Series B- authorized having a par value of $0.0001 per share, 0 shares issued and outstanding
Common stock 495,000,000 shares authorized having a par value of $0.0001 per share, 531,767 shares issued and outstanding		53			53
Additional paid-in capital		149,393			149,393
Deficit accumulated during the development stage		(,360,323	)		(152,949	)
Total stockholders’ deficit		(204,874	)		( 3,500	)
Total liabilities and stockholders’ deficit	$	86		$	-

See accompany notes

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ST. LAWRENCE ENERGY CORP.

Condensed Statement of Operations

Unaudited

(A development-stage company)

	For the Three			For the Three			From Bankruptcy
	Months Ended			Months Ended			release (1/19/05)
	March 31, 2008			March 31, 2007			through 3/31/08
Revenues	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross Profit		-			-			-
Research and Development
Expenses		186,148			-			62,050
Total Research and Development
Expenses		186,148			-			62,050
General and Administrative expenses		20,784			18,721			172,733
Total General and Administrative
Expenses		20,784			18,721			172,733
Net Loss Before Taxes		(206,932	)		(18,721	)		( 234,783
Provision for Income Taxes		0			0			0
Net Loss	$	( 206,932	)	$	(18,721	)	$	( 234,783	)
Basic Loss per share	$	( 0.39	)	$	(0.04	)	$	( 0.44	)
Weighted average number of common shares outstanding		531,767			531,767			531,767

See accompanying notes

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ST. LAWRENCE ENERGY CORP.

Condensed Statement of Cash Flows

Unaudited

(A development-stage company)

	For the Three			For the Three			From Bankruptcy
	Months Ended			Months Ended			release (1/19/05)
	March 31, 2008			March 31, 2007			through 3/31/08
Cash Flows From Operating Activities
Net Loss	$	(206,932	)	$	(18,721	)	$	( 234,783	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Increase in accounts payable		2,136			18,787			564,078
Increase in accrued & payroll liabilities		8,133			-			13,133
Increase in amount due to affiliates		-			4,600
Fair value of expenses provided without cost		6,000			-			58,570
Issuance of common stock for expenses		-			-			90,879
Net cash from Operating Activities		( 190,662	)		66			( 496,477	)
Cash Flows from Financing Activities
Prepaid expenses		(0	)		-			(682,539	)
Note payable		190,748			-			186,148
Net Cash from Financing Activities		190,748			-			(496,391	)
Net change in cash and cash equivalents		86			66			86
Cash and cash equivalents, beginning of period		-			7			-
Cash and cash equivalents, end of period		86			73			86
Supplemental disclosures Cash paid for interest		-			-			-
Cash paid for income taxes		-			-			-
Stock issued to settle debt		-			-			90,879

See accompanying notes

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ST. LAWRENCE ENERGY CORP.

(A development-stage company)

Notes to Condensed Financial Statements

March 31, 2008

NOTE 1 - PRESENTATION BASIS

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with U. S. generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments, consisting of normal recurring accruals, which in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 2007.

The Company

St. Lawrence Energy Corp. formerly Uromed Corporation, d/b/a ALLIANT Medical Technologies, (the "Company"), was incorporated in Massachusetts in October 1990 and changed its domicile to Delaware in January 2006. Prior to filing for bankruptcy under chapter 7 in 2002, Uromed marketed a portfolio of products utilized for cancer radiation therapy and prostate cancer surgery. On December 21, 2007, the name of the Company was changed from Uromed Corporation to St. Lawrence Energy Corp. The Company is a development-stage company and devotes substantially all its efforts to establishing a new business and has not begun operations.

Bankruptcy Proceedings: On May 15, 2002, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts (case no. 02-13545). As a result of the filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee has disposed of all of the assets. On January 19, 2006, the Bankruptcy Court approved an Order confirming the sale of debtor's interest in personal property to Park Avenue Group, Inc.

Basis of Presentation: We adopted "fresh-start" accounting as of May 16, 2002 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code. The results of the discontinued component have been reclassified from continuing operations.

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

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Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 2 - IMPACT OF NEW ACCOUNTING STANDARDS

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of SFAS 157 did not have a material impact on the financial statements.

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In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities". SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the "fair value option"). A business entity shall report unrealized gains and losses on items by which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, "Fair Value Measurements". The adoption of SFAS No. 159 did not have an effect on the financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”) and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51(“SFAS 160”). SFAS No. 141R requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company has not yet determined the effect on its consolidated financial statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”) SFAS 161 requires disclosures about an entity’s derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company has no derivative instruments so the adoption of SFAS 161 is not expected to have any impact on the Company’s financial statements and it does not intend to adopt this standard early.

Item 2. Management's Discussion and Analysis or Plan of Operation. Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may”, “would”, “could”, “should”, “expects”, “projects”, “anticipates”, “believes”, “estimates”, “plans”, “intends”, “targets” or similar expressions.

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Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which the Company may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Background

St. Lawrence Energy Corp., a Delaware corporation formerly known as Uromed Corporation, is sometimes referred to herein as "we", "us", "our", "St. Lawrence", "Company" and the "Registrant". The Company was a biotechnology company formed in 1990. During 2002 the Company discontinued operations and entered bankruptcy. In 2005 the Company emerged from bankruptcy, and in December 2007 the Company effected a change of control as described in our Form 10-KSB filed on April 11, 2008 whereby Hirsch Capital Corp. (“Hirsch Capital”) acquired shares representing approximately 69.5% of the 831,766 votes then entitled to be cast on all matters submitted to the stockholders of the Company.

NOK-BONG Common Stock Purchase Transaction

On January 8, 2008, the Company entered into a Subscription Agreement with NOK-BONG Ship Building Co., Ltd., a private company organized under the laws of the Republic of Korea ("NOK-BONG") regarding the purchase of up to 400,000 shares of NOK-BONG by the Company and the simultaneous purchase of up to 20,000,000 shares of the Company’s Common Stock by NOK-BONG (the “NOK-BONG Subscription Agreement”), as previously described in that Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2008 (the "Form 8-K"). To date, the agreement has not yet been consummated and neither party has issued and delivered any shares or exchanged money pursuant to the NOK-BONG Subscription Agreement.

3Soft Common Stock Purchase Agreement

On January 14, 2008, the Company entered into a Subscription Agreement with 3Soft, Inc., a company organized under the laws of the Republic of Korea whose shares trade publicly on the Korean KOSDAQ market under the symbol 036360.KQ (“3Soft”), regarding the purchase by 3Soft of up to $10,000,000 worth of the Company’s Common Stock (the “3Soft Subscription Agreement”), as previously described in the Form 8-K.To date, 3Soft has not released any money to the Company as payment for the shares to be delivered pursuant to the terms of the 3Soft Subscription Agreement.

Hirsch Capital Series B Preferred Stock Purchase Agreement

On January 14, 2008 the Company entered into a Subscription Agreement with Hirsch Capital (the "Hirsch Subscription Agreement"), as previously described in the Form 8-K. The Company would provide a set amount of preferred shares to Hirsch Capital in exchange for: (1) providing support and services to transform the Company from a shell into an operating company, (2) encouraging NOK-BONG and 3Soft to enter into the transactions described in the Nok-Bong and 3Soft Subscription Agreements, respectively, and (3) developing further business relationships, which are still being negotiated between us and NOK-BONG and 3Soft. The Company has not issued and will not issue any shares pursuant to the Hirsch Subscription Agreement until the NOK-BONG and 3Soft Subscription Agreements are completed.

Resignation of Robert Mitchell

On February 20, 2008, Robert Mitchell resigned from all offices and as a director of the Company for personal reasons. Until a replacement can be found, W. Benjamin Garst, Jr. will act as Chief Executive Officer and Chief Financial Officer of the Company.

Business Objectives and Plan of Operations of the Company

The Company is in the development stage, and as such has no profits, and does not expect to have any profits in the foreseeable future. The Company had nominal operating costs and R&D costs for expenses.

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Since December 2007 the Company has shifted its focus from a shell company into becoming an operating company in the renewable energy sector. The Company has engaged in collaborative research and development efforts, but has not yet entered into definitive arrangements to develop or sell any specific products or services. These efforts include collaborative efforts to develop advanced photo-voltaic solar cells. Hirsch Capital advanced the sum of $190,748, associated with the development efforts. to pay for certain R&D and operating costs. The money was intended and was used to help us become an operating company and is reflected on the Company’s balance sheet as a Note Payable.

The Company plans to: (i) expand its business into solar and related renewable energy industries, and (ii) fund its expansion through the sale of Company equity or debt. As the Company has embarked on the solar ventures, the company will continue development of the solar technologies for which cash infusion will be sought through a commercial lender or investors in an arm’s length transaction. To date, the Company has not actively begun to seek any such venture. The Company is pursuing collaborative research and development efforts with a national research center. The Company anticipates these efforts will require expenditures in 2008 of approximately $744,000.

If and when a business will be commenced, a potential acquisition on acceptable terms becomes available, or an acquisition contemplated, is not presently known. The foregoing transactions will depend upon various factors, many outside our control, including but not limited to, funding and availability. In addition to the research and development efforts described above, 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

The Company had no revenues for the three months ended March 31 2008, and 2007; and the Company incurred net losses of ($206,932) and ($18,721), respectively, during these periods, primarily as a result of R&D, legal and accounting expenses. The increase in the quarter ended March 31, 2008, is due to R&D, efforts as well as increased consulting, legal and accounting fees.

The Company has generated no profit since inception. Cumulative losses total ($360,323) since the Company's release from bankruptcy on January 19, 2005. All of these losses are primarily the result of legal and accounting expenses.

Liquidity

At March 31, 2008, the Company had no cash resources.

Off-balance sheet arrangements

We had no off balance sheet arrangements as of the date of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no market risk sensitive instruments.

Item 4. Controls and Procedures.

Management's quarterly report on internal control over financial reporting

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.

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Changes in internal control over financial reporting

We had no changes in our internal control over financial reporting during the period of this Quarterly Report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

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

Recent Sales of Unregistered Securities

Except as set forth below under Purchases of Equity Securities by Us and Affiliated Purchasers, we have not sold any unregistered securities during the last three years.

Use of Proceeds of Registered Securities

There were no proceeds received during the quarter ended March 31, 2008, for the sale of registered securities of the Company.

Purchases of Equity Securities by Us and Affiliated Purchasers

Hirsch Capital Corp. entered into subscription agreement on January 14, 2008 for 1,000,000 shares of our series B Preferred Stock, however this has not been consummated.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

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

None; not applicable.

Item 5. Other Information.

(a)None; not applicable.

(b)Nominating Committee

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We have not established a Nominating Committee because, due to our lack of operations and the fact that we have only two directors, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

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

Item 6. Exhibits

(a) Exhibits and index of Exhibits.

31.1 Certification of W. Benjamin Garst, Jr. Chief Executive Officer and Chief Financial Officer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of W. Benjamin Garst, Jr. pursuant to section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ST. LAWRENCE ENERGY CORP.

Date: August 7, 2008	By:	/s/ W.Benjamin Garst, Jr.
		W. Benjamin Garst, Jr. Chief Executive Officer and Chief Financial Officer

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EX-31

Exhibit 31

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1. I have reviewed this Quarterly Report (this “Report”) on Form 10-Q of the Registrant;

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

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

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

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

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of the end of the period covered by this report based on such evaluation (the “Evaluation Date”); and

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

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

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

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

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

Date: August 7, 2008	By:	/s/ W. Benjamin Garst, Jr.
		W. Benjamin Garst, Jr., Chief Executive Officer and Chief Financial Officer

EX-32

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 St. Lawrence Energy Corp. (the “Registrant”) on Form 10-Q for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Benjamin Garst, Jr., Chief Executive Officer and Chief Financial Officer and director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 7, 2008	By:	/s/ W. Benjamin Garst, Jr.
		W. Benjamin Garst, Jr.