CORRESP

1^st NRG 1^st NRG Corp
1730 LaBounty Rd. #213
Ferndale, WA 98248
(360) 738-7243

VIA EDGAR

July 20, 2009

Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Health Care Services

United States Securities and Exchange Commission

Washington, D.C. 20549-3561

Re:

Your letter dated June 17, 2009

Form 10-K for Fiscal year Ended December 31, 2008 – Filed April 17, 2009

Forms 12b-25 filed March 31, 2009 and May 15, 2009

File No. 000-26600

Dear Ms. Jenkins:

Further to your letter we submit the following referenced as per your letter for your consideration re:

Form 10-K for the Fiscal Year Ended December 31, 2008

General

SEC Comment

1.

To the extent that your Form 10-K is revised in response to our comments below, please revise the subsequent interim filing on Form 10-Q to conform to the changes.

Company Response

1.

We commit to revising the subsequent filing on Form 10-Q to the extent that revisions to our Form 10-K dictate.

Item 9A(T).  Controls and Procedures, page 11

(b)

Management’s Report on Internal Control over Financial Reporting, page 11

SEC Comment

2.

Your management’s report on internal control over financial reporting appears to relate to disclosure controls and procedures.  Please confirm to us that you performed an assessment of internal control over financial reporting and revise your report on internal control over financial reporting and revise your report on internal control over financial reporting to provide the disclosures set forth within Item 308(T) of Regulation S-K.

Company Comment

2.

Yes we confirm that we performed an assessment of internal control over financial reporting and we propose the following to clarify our report (note that we corrected the page numbering – old page 11 becomes new page 15):

See REVIEW ATTACHMENT 1.

Exhibit 31.1 – Section 302 Certifications

SEC Comment

3.

Please amend to provide your Section 302 certifications in exactly the same form set forth in Item 601(b)(31) of Regulation S-K.  In this regard, you should make the following revisions:

(a)

Remove the introductory paragraph and replace with “I [identify the certifying individual], certify that:”;

(b)

Indicate the name of report you have reviewed and the name of your company;

(c)

Reflect the introductory language of paragraph 4; and

(d)

Include paragraph 4(b) to reference to internal controls over financial reporting.

Company Comment

3.

We have modified the Section 302 Certifications to conform to the requirements of Item  601(b)(31) of Regulation S-K and reflect your suggestion listed in (a), (b), (c) and (d) above as per the following:

See REVIEW ATTACHMENT 2.

Form 12b-25 filed on March 31, 2009 and May 15, 2009

SEC Comment

4.

Please clarify the statement that your “Certifying Accountant is still in the process of reviewing the Registrant’s [filing]…”  Explain to us why your independent registered public accounting firm affects your ability to file our Form 10-K and Form 10-Q timely.  Please confirm that you will, in future filings, include an exhibit that contains a statement signed by your independent registered public accounting firm stating the specific reasons why they are unable to furnish the required opinion, report or certification on or before the date such reports must be filed, pursuant to the Rule 12b-25(c) under the Securities Exchange Act of 1934.

Company Comment

4.

How our independent registered public accounting firm affects our ability to file your form 10-K is that we must receive their sign off on the Audit Report that forms part of the Financial Statement and Notes portion of the 10-K and we in addition request that they, because of their exposure to reading many 10-K’s, do an informal review with comments of the complete 10-K before we release it for filing.

With regards to our 10-Q we also have our independent registered public accounting firm carry out an informal review with comments of the completed 10-Q before we release it for filing.

These reviews on occasion may result in requests for further information to assist them in the preparation of suggestions on presentation and/or content which due to our limited staff can cause conflicts in time allocations which in turn result in delays in responses.

Because of our limited staff and the resulting time conflicts, which is usually cause for the delays in getting information back to our independent registered public accounting firm, a more accurate description may be “The reason causing the inability to file timely could not be eliminated by the registrant without unreasonable effort or expense.”

We confirm that  in future filings, pursuant to Rule 12-b25(c) under the Securities Act of 1934, that if the un-timely filing “relates to the inability of any person, other than the registrant, to furnish any required opinion, report or certification, the Form 12b-25 shall have attached as an exhibit a statement signed by such person stating the specific reasons why such person is unable to furnish the required opinion, report or certification on or before the date such report must be filed.”

We understand that (1) the company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (3) the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours truly,

1st NRG, Corp.

/s/ E.D. Renyk

per E. D. Renyk, Chief Financial Officer

CORRESP

REVIEW ATTACHMENT 1

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 24, 2005 the Company retained Peterson Sullivan LLP, Certified Public Accountants (“Peterson”) of Seattle, WA.

During the Company's two most recent fiscal years there were no disagreements between Peterson and the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Peterson would have caused Peterson to make reference to the subject in its report.  In addition_, during the Company's two most recent fiscal years no reportable events, as defined in Item 304(a)(1)(iv)(A), (B) (D) or (E) of Regulation S-B occurred.

ITEM 9A(T).  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining our disclosure controls and procedures.   As required by Rule 13a-15 under the Exchange Act for the period ended December 31, 2008 we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and based on this evaluation our Chief Strategic Officer and Chief Financial Officer (the “Certifying Officers”) conclude that our disclosure controls and procedures were not effective as of December 31, 2008 because of identified material weaknesses in our internal control over financial reporting as detailed below under “(c) Material Weaknesses Identified”.

(b)

Management’s Report on Internal Control Over Financial Reporting

The Certifying Officers are Management is responsible for establishing and maintaining our disclosure controls and procedures adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) .  The Certifying Officers have designed established disclosure controls and other procedures that are designed  to ensure that material information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, as appropriate to allow timely discussions regarding required disclosure is made known to them, particularly during the period in which this report was prepared.  Due to the “Material Weaknesses Identified” below  our Certifying Officers conclude that our internal controls over financial reporting were not effective as of December 31, 2008.

(c)

Material Weaknesses Identified

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

1.

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

15

2.

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

3.

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

4.

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

(d)

Plan for Remediation of Material Weaknesses

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

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

Changes in Internal Controls over Financial Reporting

There have been no material changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2008 that have affected or are likely to affect our internal controls over financial reporting with the exception that the Company is in a transition period where it is separating the primary responsibility of recording from that of oversight and transformation of this information into the financial reporting activity.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

NAME	POSITIONS HELD WITH THE CORPORATION
Dr. J. Greig	Director
Edward D. Renyk	Director
Larry Fix	Director
Erik S. Nelson	Director

Dr. J. Greig. Dr. Greig assumed the position as President October 1, 2003 and was subsequently appointed Chief Executive Officer of the Company.  He has an extensive history in developing financing and operating businesses, has been a featured speaker on CNBC, CNN, Moneyline and MSNBC as well as a regular guest on various financial radio programs. He has lectured extensively at financial workshops, seminars and trade shows as well as being quoted in the Wall Street Journal, Barons and Investors Business Daily and published in Forbes, Fortune and many trade magazines.  Dr. Greig has been responsible for the majority of the funding  received by 1^st NRG Corp. to date.

E. D. Renyk. Mr. Renyk served as the President, Chief Financial Officer and a Director of the Company from June 8, 1995 to October 31, 2003 and continues to serve as Secretary. Mr. Renyk is a member of the Canadian and British Columbia Institutes of Chartered Accountants. He has been a Chartered Accountant since 1962, managing and directing his own practice for most of that period, specializing in consulting to both private and publicly traded

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CORRESP

REVIEW ATTACHMENT 2

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of  1st NRG Corp. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. J. Greig, Chief Executive Officer of the Company, certify , pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.

I have reviewed this Form 10-K r R eport of 1 ^st NRG, Corp. ;

2.

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

3.

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

4.

I and the The registrants other certifying officer s and I of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant for the Company and have:

(a)

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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; (b)

(c)

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

( c d )

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

5.

I and t T he registrant’s other certifying officer and I s have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s registrant’s auditors and to the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

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

(b)

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

July ??, 2009

/s/ J. Greig

Dr. J. Greig,

Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward Renyk, Chief Financial Officer of the Company, certify that: In connection with the Annual Report of 1st NRG Corp. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward Renyk, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.

I have reviewed this Report Form 10-K report of 1 ^st NRG, Corp. ;

2.

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

3.

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

4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

4.

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

(a)

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;  

( b c )

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure

controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

( c d )

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

5.

I and t T he registrant’s other certifying officers officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the Company’s registrants’s board of directors (or persons performing the equivalent functions):

(a)

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

(b)

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

July ??, 2009

/s/ E.  D. Renyk

Edward Renyk

Chief Financial Officer