10-Q/A 1 v150758_10qa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q/A
Amendment No.1
 
 
ý                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2008
 
or
 
¨                                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to
 
Commission file number 0-23266
 
 
ST. LAWRENCE ENERGY CORP.
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
38-3717938
(State of Incorporation)
(I.R.S. Employer Identification No.)
   
2370 Watson Court, Suite 100, Palo Alto, CA
94303
(Address of Principal Executive Offices)
(ZIP Code)
 
Registrant's Telephone Number, Including Area Code: (650) 424-8980
 
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. Yes x No ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
 
Large accelerated filer ¨
Accelerated filer ¨ 
Non-Accelerated filer ¨ 
Smaller reporting company x
 
On June 30, 2008, the Registrant had 31,865,766 shares of common stock issued and outstanding.
 
 
EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q/A (this “Amendment”) amends the items identified below with respect to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, originally filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2008 (the “Original Filing”).

As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 21, 2009, our Board of Directors on May 20, 2008, concluded that the Company’s previously filed unaudited financial statements for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 should no longer be relied upon and need to be restated as a result of our determination that as of March 31, 2008, the Company, pursuant to SFAS 7, has changed its inception date from January 19, 2005 to January 1, 2008.  The Company has determined that the following three (3) stock transactions were previously unreported for the quarter ended March 31, 2008 (i) the exchange transaction valued at $30,000,000 with Nok Bong which was subsequently impaired on the same date for $30,000,000; (ii) the stock subscription agreement with 3Soft, Inc. whereby 3Soft purchased 1,334,000 shares of common stock for $2,000,000 which was received by a Related Party, and; (iii) the stock subscription agreement with Hirsh Capital valued at $200,000 for contributed services.  As a result of these adjustments, the net loss at March 31, 2008, after restatement, has increased by $30,200,000 to $30,406,932.

As of June 30, 2008, in addition to the above items, the Company has determined that the 10 million common shares issued to a consultant valued at $6,000,000 for his service was previously unreported.  As a result, the net loss for three month and six month periods ended June 30, 2008, after restatement, has increased by $6,000,000 to $6,098,115 and $36,200,000 to $36,505,047, respectively.

September 30, 2008 was restated for the cumulative affect of the above items.

This Amendment only amends certain information in Item 1 (Financial Statements) of the Original Filing and such amendment with respect to Item 1 reflects the restatement of the financial statements as described above.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Except for the foregoing amended information, this Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing or to modify or update those disclosures affected by subsequent events.

In addition, in connection with the filing of this Amendment, and pursuant to Rule 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. The Original Filing also included a cautionary statement concerning forward-looking statements, which is also applicable to this Amendment.

2
 
 
Item
  
Description
  
Page
PART I - FINANCIAL INFORMATION
         
ITEM 1.
    
FINANCIAL STATEMENTS.
  
4
ITEM 2.
    
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
  
4
ITEM 3.
  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
5
ITEM 4.
    
CONTROLS AND PROCEDURES.
  
5
   
 
 
PART II - OTHER INFORMATION
   
 
 
ITEM 1.
    
LEGAL PROCEEDINGS.
  
7
ITEM 1A.
  
RISK FACTORS
  
7
ITEM 2.
    
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
7
ITEM 3.
    
DEFAULT UPON SENIOR SECURITIES.
  
7
ITEM 4.
    
SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS.
  
7
ITEM 5.
    
OTHER INFORMATION.
  
7
ITEM 6.
  
EXHIBITS AND REPORTS ON FORM 8-K.
  
7
 
3
 
PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS 
 
The Registrant's unaudited interim financial statements are attached hereto.
 
 
Some of the statements contained in this quarterly report of St. Lawrence Energy Corp., a Delaware corporation formerly known as Uromed Corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.
 
During 2002, we discontinued our former business operations in connection with our filing for bankruptcy. The Company emerged from bankruptcy in January 2005. The Company's current business objective is to 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.
 
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.
 
Background
 
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. 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 representing approximately 69.5% of the than issued and outstanding voting shares.
 
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 have 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 spend its limited resources in connection with such efforts, but has not yet been succesful in entering into definitive arrangements to develop or sell any specific products or services. Do date, the Company has focused its effort to develop and/or market advanced photo-voltaic solar products. Hirsch Capital has advanced funds totaling $190,748, which funds were used by the Company to enter the market of advanced photo-voltaic solar products.
 
The Company business plan is to: (i) enter and expand into the solar and related renewable energy market, and (ii) fund its expansion through the sale of Company equity or debt. As we continue the development amd sale of solar technologies and enter into related solar ventures, the Company may have to seek aditional funding through the issuance of debt instruments to lenders or equity to investors in arm’s length transactions. 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.
 
4
 
Results of Operations
 
Three-Months Period ended June 30, 2008 Compared to June 30, 2007
 
During the three-months ended June 30, 2008 and 2007, the Company did not generate any revenues. We had operating expenses of $6,098,115 during the three-months ended June 30, 2008 compared to $12,238 in the same period in the prior year. The increase in our operating expenses is mainly related to our issuance of 10 million common shares valued at $6,000,000 that were issued to a consultant. We had a net loss of $6,098,115 during the three-months ended June 30, 2008 compared to a net loss of $12,238 during the three-months ended June 30, 2007.
 
Six-Months Period ended June 30, 2008 Compared to June 30, 2007
 
During the six-months ended June 30, 2008 and 2007, the Company did not generate any revenues. We had operating expenses of $36,505,047 during the six-months ended June 30, 2008 compared to $30,959 in the same period in the prior year. The increase in our operating expenses is mainly related to investment impairment of $30,000,000 and the 10 million shares valued at $6,000,000 that were issued to a consultant. We had a net loss of $36,505,047 during the six-months ended June 30, 2008 compared to a net loss of $30,959 during the three-months ended June 30, 2007.
 
The Company has generated no profit since inception. We have accumulative losses of $36,505,047 since the Company's was released from bankruptcy on January 19, 2005. All of these losses are primarily the result of investment impairment and 10 million shares issued to a consultant legal and accounting expenses.
 
Liquidity and Capital Resources
 
At June 30, 2008, the Company had no material cash resources.
 
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 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.
 
 
We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.
 
 
Evaluation of Disclosure Controls and Procedures
 
As of the date of this amended filing, 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 the date of this amended filing, 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.
 
5
 
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 the date of this amended filing. 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 the date of this amended filing: 

Stock Transactions

Upon examination of the stock transactions, we noted the following deficiencies:

·
Significant equity transactions were not recorded.
·
Significant common stock was issued to a consultant without the Board of Directors’ approval.
·
Management failed to assess the fair value of stock issue for services.

Investment

Our audit procedures disclosed that the Company did not perform the review of investment for its annual impairment test. As a result, the fair value of the investment at the year end may not be correct.

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 December 31, 2008, 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 annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Commission that permit the company to provide only management's report in this quarterly report.

6
 
PART II - OTHER INFORMATION
 
 
None.
 
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-KSB for the year ended December 31, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-KSB are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
 
None.
 
 
None.
 
 
None.
 
 
None.
 
 
(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.
 
Exhibit No.
  
Description
31
  
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
  
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.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
 
 
/s/ W. Benjamin Garst, Jr.                   
W. Benjamin Garst, Jr.
   CEO, CFO and Chairman
   Dated: May 26, 2009
 
7
 
(FORMERLY KNOWN AS UROMED CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palo Alto, California

FINANCIAL REPORTS
AT
June 30, 2008
 
8
 
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 June 30, 2008 - Restated (Unaudited) and December 31, 2007
     10  
         
Statements of Changes in Stockholders’ Equity for the Period from Date of Inception (January 1, 2008) through June 30, 2008 - Restated (Unaudited)
     11  
         
Statements of Operations for the Six Months Ended June 30, 2008 (Restated) and 2007 and for the Period from Date of  Inception (January 1, 2008) through June 30, 2008 (Unaudited and Restated)
     12  
         
Statements of Cash Flows for the Six Months Ended June 30, 2008 (Restated) and 2007 and for the Period from Date of Inception (January 1, 2008) through June 30, 2008 (Unaudited and Restated)
     13  
         
Notes to  Financial Statements
     14-21  
 
9
 
ST. LAWRENCE ENERGY CORP.
(FORMERLY UROMED CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palo Alto, California
  
             
             
BALANCE SHEETS
            
             
             
   
(Restated)
        
   
(Unaudited)
        
   
June 30,
    
December 31,
  
   
2008
    
2007
  
             
ASSETS
            
Current Assets
            
Cash and Cash Equivalents
   $ 100     $ —  
Due from Related Party
     1,809,252       —  
                 
Total Assets
   $ 1,809,352     $ —  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
Current Liabilities
                
Accounts Payable
   $ 97,766     $ 3,500  
Accrued Liabilities
     7,000       —  
Payroll Liabilities
     1,133       —  
                 
Total Liabilities
     105,899       3,500  
                 
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 and 0 Issued and Outstanding Respectively
     100       —  
Common Stock:  $.0001 Par; 495,000,000 Shares Authorized;
                
    31,865,766 and 531,766 Issued and Outstanding Respectively
     3,186       53  
Additional Paid-In-Capital
     38,358,160       149,393  
Deficit Accumulated During Development Stage
     (36,657,996 )     (152,949 )
                 
Total Stockholders' Equity
     1,703,453       (3,500 )
                 
Total Liabilities and Stockholders' Equity
   $ 1,809,352     $ —  
 
 
The accompanying notes are an integral part of these financial statements.
 
10
 
ST. LAWRENCE ENERGY CORP.
(FORMERLY UROMED CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palo Alto, California
 
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
DATE OF INCEPTION (JANUARY 1, 2008) THROUGH JUNE 30, 2008 - RESTATED AND UNAUDITED
                                                       
   
Preferred Stock -A
    
Preferred Stock -B
    
Common Stock
    
Additional
    
Deficit Accumulated During
    
Total
  
   
Number
          
Number
          
Number
          
Paid-In-
    
Development
    
Stockholders'
  
   
of Shares
    
Value
    
of Shares
    
Value
    
of Shares
    
Value
    
Capital
    
Stage
    
Equity
  
                                                       
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 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  
                                                                         
Common Stock Issued for Services
     —       —       —       —       10,000,000       1,000       5,999,000       —       6,000,000  
                                                                         
Net Loss for the Period
                                     —       —       —       (36,505,047 )     (36,505,047 )
                                                                         
Balance - June 30, 2008 (Restated)
     30,000     $ 3       1,000,000     $ 100       31,865,766     $ 3,186     $ 38,358,160     $ (36,657,996 )   $ 1,703,453  
 
 
The accompanying notes are an integral part of these financial statements.
 
11
 
ST. LAWRENCE ENERGY CORP.
(FORMERLY UROMED CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Palo Alto, California
                               
                               
STATEMENTS OF OPERATIONS - UNAUDITED
                    
                               
                           
(Restated)
  
                           
Period From
  
                           
Date of Inception
  
   
For the Three Months Ended
    
For the Six Months Ended
    
(January 1, 2008)
  
   
June 30,
    
June 30,
    
Through
  
   
2008 (Restated)
  
2007
    
2008 (Restated)
  
2007
    
June 30, 2008
  
                               
                               
Revenues
   $ —     $ —     $ —           $ —  
                                       
Expenses
                                      
General and Administrative
     6,098,115       12,238       6,318,899       30,959       6,318,899  
Research and Development
     —       —       186,148       —       186,148  
                                         
Total Expenses
     6,098,115       12,238       6,505,047       30,959       6,505,047  
                                         
Net Loss for the Period Before
                                  
Investment Impairment
                                        
Investment Impairment
     —       —       30,000,000       —       30,000,000  
                                         
Net Loss for the Period Before Income Tax
     (6,098,115 )     (12,238 )     (36,505,047 )     (30,959 )     (36,505,047 )
                                         
Income Tax
     —       —       —       —       —  
                                         
Net Loss for the Period
   $ (6,098,115 )   $ (12,238 )   $ (36,505,047 )   $ (30,959 )   $ (36,505,047 )
                                         
                                         
Loss per Share - Basic and Diluted
   $ (0.21 )   $ (0.02 )   $ (1.51 )   $ (0.06 )   $ (1.51 )
                                         
Weighted Average Common Shares Outstanding
     29,558,074       521,766       24,188,063       521,766       24,188,063  
 
 
The accompanying notes are an integral part of these financial statements.
 
12
 
ST. LAWRENCE ENERGY CORP.
                  
(FORMERLY UROMED CORPORATION)
                  
(A DEVELOPMENT STAGE COMPANY)
                  
(A DELAWARE CORPORATION)
                  
Palo Alto, California
                  
                   
                   
STATEMENTS OF CASH FLOWS - UNAUDITED
            
                   
               
(Restated)
  
               
Period From
  
               
Date of Inception
  
   
For the Six Months Ended
    
(January 1, 2008)
  
   
June 30,
    
Through
  
   
2008 (Restated)
  
2007
    
June 30, 2008
  
                   
Cash Flows from Operating Activities
                  
                   
Net Loss for the Period
   $ (36,505,047 )   $ (30,959 )   $ (36,505,047 )
                         
Adjustments to Reconcile Net Loss for the Period
                
to Net Cash Flows from Operating Activities:
                
Common Stock Issued for Services
     6,000,000       —       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     12,000       27,000       12,000  
Changes in Assets and Liabilities:
                        
Accounts Payable
     94,266       2,500       94,266  
Accrued Expenses
     8,133       —       8,133  
                         
Net Cash Flows from Operating Activities
     (190,648 )     (1,459 )     (190,648 )
                         
Net Cash Flows from Investing Activities
     —       —       —  
                         
Cash Flows from Financing Activities
                        
Cash Advance by Related Party
     (1,809,252 )     4,467       (1,809,252 )
Common Stock Issued for Cash
     2,000,000       —       2,000,000  
                         
Net Cash Flows from Financing Activities
     190,748       4,467       190,748  
                         
Net Change in Cash and Cash Equivalents
     100       3,008       100  
                         
Cash and Cash Equivalents - Beginning of Period
     —       7       —  
                         
Cash and Cash Equivalents - End of Period
   $ 100     $ 3,015     $ 100  
                         
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.
 
13
 
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.
 
 
 
- continued -
 
14
 
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
 
Pursuant to SFAS 7 a “Development Stage Company” defines a development state entity as one that devotes most of its activities to establishing a new business.  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 -
 
15
 
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 $36,657,996 at June 30, 2008.
 
 
- continued -
 
16
 
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 have a material effect.
 
 
 
- continued -
 
17
 
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 is 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 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.

18
 
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.
 
 
 
- continued -
 
19
 
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 six months ended June 30, 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 $12,000 and $-0- for the six months ended June 30, 2008 and 2007, respectively.

 
In connection with the sale of shares to 3Soft, Inc., 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 six months ended June 30, 2008.  Additionally, Nok Bong has experience difficulty in meeting its performance obligations with respect to its contractual responsibilities.
 
20
 
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
 
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 six months ended June 30, 2008 and 2007, research and development was $186,148, and $-0-, 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.

As of June 30, 2008 in addition to the above items, the Company has determined that the 10 million common shares issued to a consultant valued at $6,000,000 for his service was previously unreported.  As a result, the net loss for the three and six month periods ended June 30, 2008 after restatement, has increased by $6,000,000 to $6,098,115 and $36,200,000 to $36,505,047, respectively.
 
Note K –
Subsequent Event
 
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.
 
 

21