SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 18, 2011

FIRST NATIONAL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
333-62588
91-1678245
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1551 Second Street, Sarasota FL 34236
 (Address of principal executive offices, including zip code)

(416) 918-6987
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 
 
FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended.  This Current Report includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations.  These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.  These forward looking statements can be identified by the use of terms and phrases such as "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions  ("will," "may," "could," "should," etc.).  Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.  We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.  Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows.  If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

ITEM 1.01    Entry into a Material Definitive Agreement.

Reference is made to the disclosure made under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

ITEM 2.01    Completion of Acquisition or Disposition of Assets.

On April 18, 2011, First National Energy Corporation (the “Company”) entered into a Novation Agreement (the "Novation") with all of the stockholders of Boreas Research Corporation (“Boreas”), a Florida corporation, revising the structure of the May 25, 2009 transaction by which the Company acquired a territorial license to certain rights in alternative energy technology of Boreas, in exchange for a quantity of newly issued common shares of the Company. The Novation amended the Technology License and Stock Purchase Agreement (the “Original Agreement”) such that the transaction took place between the Company and the stockholders of Boreas, and not between the Company and Boreas.

ITEM 9.01    Financial Statements and Exhibits.

(a) Exhibits.
 
Exhibit No.
 
Document
10.1
 
Novation Agreement, dated as of April 18, 2011, by and among First National Energy Corporation, the Registrant, and various parties constituting all of the stockholders of Boreas Research Corporation.

 
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
 

 
First National Energy Corporation
 
       
Dated: April 18, 2011
By:
/s/ Gregory Sheller  
    Gregory Sheller, CEO  
       
       
 

 
 
 
 
 
EXHIBIT 10.1
 
NOVATION AGREEMENT

This Novation Agreement (this "Novation") is made and entered into this 18th day of April, 2011 (the “Effective Date”), by and between the persons identified in the signature pages of this Novation as the stockholders (each a “Licensor” and together the "Licensors") of Boreas Research Corporation ("Boreas"), a Florida corporation, whose principal office is located at 1551 Second Street, Suite 500, Sarasota FL 34236, and First National Energy Corporation (“Licensee”), a Nevada corporation, whose principal office is located at Second Street, Sarasota FL 34236. Licensor and Licensee are sometimes referred to individually as a “Party” or collectively as the “the Parties.”

RECITALS

WHEREAS, Boreas and Licensee made and entered into that certain Technology License and Stock Purchase Agreement (“License Agreement”), dated as of the 21st day of April, 2009, pursuant to which Licensee has issued, as consideration for the license issued thereunder, Ninety-eight Million, Nine Hundred
Fifteen Thousand (98,915,000) new restricted and unregistered common shares of Licensee (the "Shares"); and

WHEREAS, pursuant to the License Agreement, Boreas elected by entering into a First Amendment of Technology license and Stock Purchase Agreement (the “Agreement”) to cause the Shares to be issued, ratably, to the Licensors and not to Boreas at the Closing and agreed to reduce the number of new restricted and unregistered shares of the Licensee to be issued at the closing from 98,915,000 to 98,800,000 (as defined in the Original Agreement); and

WHEREAS, the structure of the transaction which was the subject of the Original Agreement has been viewed unfavorably by the regulators as possibly constituting a reverse recapitalization by Boreas; and

WHEREAS, the Licensee and the Licensors now wish to revise the Original Agreement, as hereinafter provided, to substitute the Licensors for Boreas under the Original Agreement.

NOW, THEREFORE, IT IS AGREED:

1.  Novation by Substitution of Licensors.

a.  The Licensors under this Novation, being all of the stockholders of Boreas, are hereby substituted for Boreas under the Original Agreement.

b.  Each of the Licensors hereby acknowledges that the Licensors have collectively negotiated and received from Boreas a license from Boreas identical in scope and terms to the License granted by Boreas under the Original Agreement, which new license is hereby granted to the Licensee in consideration of the Shares issued to the Licensees under the Original Agreement.

c.  Each of the Licensors hereby agrees to undertake each of the obligations of Boreas originally imposed upon Boreas under the Original Agreement.

d.  The Licensee agrees to a rescission of the License received by it under the Original Agreement and agrees to accept, in substitution therefor, a like license from the Licensors, and to accept the Licensors as the issuers of the substitute license, all with an effective date of April 21, 2009.

2.  Affirmation of Original Agreement.  Except as amended hereby, the Original Agreement remains in full force and effect.

 
 
 
  
      IN WITNESS WHEREOF, the Parties have executed this Novation Agreement effective as of the day and year written above.

“Licensors” 
All Stockholders of Boreas Research Corporation,
by Lubi Investments Inc., as Attorney-in-Fact
 
       
 
By:
/s/ Frank Cavicchia  
    Name: Frank Cavicchia  
    Title: President and C.E.O.  
       
                                                               
“Licensee”   First National Energy Corporation  
       
 
By:
/s/ Gregory Sheller  
    Name: Gregory Sheller  
    Title: Presiden