FIRST CORP /CN/ - FORM 10-Q

Attached files

file	filename
EX-31 - FIRST CORP /CN/	v223454_ex31.htm
EX-32 - FIRST CORP /CN/	v223454_ex32.htm
EX-10.1 - FIRST CORP /CN/	v223454_ex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report under Section 13 or 15 (D) of the

Securities and Exchange Act of 1934

For The Quarterly Period Ended March 31, 2011

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE

EXCHANGE ACT

Commission File Number 0 - 52724

FIRST CORPORATION

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

Colorado	90-0219158
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom

Address of Principal Executive Office (Street and Number)

(403) 461-7283

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

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 ¨	Smaller reporting company x

Indicate by check mark whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes x No ¨

State the number of shares outstanding of each of the Issuer's Common equity as of March 31, 2011: 25,885,250 shares.

Item 1. Financial Statements.

FIRST CORPORATION

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2011

(Unaudited)

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	March 31,			September 30,
	2011			2010
ASSETS	(Unaudited)			(Audited)

Current Assets:
Cash	$	-		$	-
Cash held in escrow	$	3,855		$	-
Total current assets		3,855			-


Total Assets	$	3,855		$	-


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable		3,668			3,621
Due to Shareholder		67,420			88,050
Total Current Liabilities		71,088			91,671

Stockholders' Equity (Deficit):
Preferred stock, $.001 par value; authorized 10,000,000, none issued		-			-
Common stock, $.001 par value; 500,000,000 shares authorized
25,885,250 shares issued and outstanding at March 31, 2011
24,868,000 shares issued and outstanding at September 30, 2010		25,885			24,868
Additional paid in capital		224,240			123,532
Accumulated deficit during exploration stage		(317,358	)		(240,071	)

Total Stockholders' Equity (Deficit)		(67,233	)		(91,671	)

Total Liabilities and Stockholders' Equity (Deficit)	$	3,855		$	-

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

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

													From
													December 27,
	For the			For the			For the			For the			1995
	three			three			six			six			(Date of
	months			months			months			months			inception)
	ended			ended			ended			ended			to
	Mar 31,			Mar 31,			Mar 31,			Mar 31,			Mar 31,
	2011			2010			2011			2010			2011

Revenue:	$	-		$	-		$	-		$	-		$	-

Total Revenue		-			-			-			-			-

Operating Expenses:
Mineral exploration costs		-			-			-			-			30,700
Write off of mineral claim		-			-			-			-			15,000
General and administrative		63,074			7,500			77,287			14,383			271,658
Total Operating Expenses		63,074			7,500			77,287			14,383			317,358

NET LOSS	$	(63,074	)	$	(7,500	)	$	(77,287	)	$	(14,383	)	$	(317,358	)

Weighted Average Shares
Common Stock Outstanding		25,037,542			24,868,000			24,951,381			24,868,000

Net Loss Per Share
(Basic and Fully Dilutive)		(0.00	)		(0.00	)		(0.00	)		(0.00	)

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

FIRST CORPORATION

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From
							December 27,
	For the			For the			1995
	six			six			(Date of
	months			months			inception)
	ended			ended			to
	Mar 31,			Mar 31,			Mar 31,
	2011			2010			2011
Cash Flows Used in Operating Activities:
Net Loss	$	(77,287	)	$	(14,383	)	$	(317,358	)

Adjustments to reconcile net (loss) to net cash provided by operating activites:
Accounts payable		47			4,383			3,668
Issuance of stock for services rendered		-			-			15,750
Write off mineral claims		-			-			15,000

Net Cash Used in Operating Activities		(77,240	)		(10,000	)		(282,940	)

Investing Activities:
Acquisition of mineral claims		-			-			(15,000	)
		-			-			(15,000	)

Financing Activities:
Proceeds from note payable to related party		-			-			15,000
Repayment of note payable to related party		-			-			(15,000	)
Advances from shareholder		91,095			10,000			208,560
Repayments to shareholder		(10,000	)		-			(39,415	)
Issuance of common stock for cash		-			-			132,650
Net Cash Provided by Financing Activities		81,095			10,000			301,795

Net Increase (Decrease) in Cash		3,855			-			3,855

Cash at Beginning of Period		-			-			-

Cash at End of Period	$	3,855		$	-		$	3,855

Non-Cash Investing & Financing Activities
Issuance of stock for services	$	-		$	-		$	15,750
Issuance of stock for shareholder advances	$	101,725

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

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

	Preferred Stock				Common Stock
	10,000,000 shares				500,000,000 shares									(Deficit)
	authorized				authorized									accumulated
			Par Value					Par Value			Additional			during the
	Shares		$.001 per		Shares			$.001 per			Paid-In			exploration
	Issued		share		Issued			share			Capital			stage			Total
BALANCE- December 27, 1995 (inception)		-	$	-		-		$	-		$	-		$	-		$	-
Issuance of common stock in exchange for services		-		-		15,000,000			15,000			(14,250	)		-			750
Net loss		-		-		-			-			-			(750	)		(750	)
BALANCE- September 30, 1996		-		-		15,000,000			15,000			(14,250	)		(750	)		-
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 1997		-		-		15,000,000			15,000			(14,250	)		(750	)		-
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 1998		-		-		15,000,000			15,000			(14,250	)		(750	)		-
Issuance of common stock for cash at $.0001 per share		-		-		6,000,000			6,000			(5,400	)		-			600
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 1999		-		-		21,000,000			21,000			(19,650	)		(750	)		600
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 2000		-		-		21,000,000			21,000			(19,650	)		(750	)		600
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 2001		-		-		21,000,000			21,000			(19,650	)		(750	)		600
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 2002		-		-		21,000,000			21,000			(19,650	)		(750	)		600
Net loss		-		-		-			-			-			-			-
BALANCE- September 30, 2003		-		-		21,000,000			21,000			(19,650	)		(750	)		600
Issuance of common stock for cash at $.025 per share		-		-		880,000			880			21,120			-			22,000
BALANCE- September 30, 2004		-		-		21,880,000			21,880			1,470			(750	)		22,600
Issuance of common stock for services rendered		-		-		50,000,000			50,000			(35,000	)		-			15,000
Issuance of common stock for cash at $.025 per share		-		-		160,000			160			3,840			-			4,000
Cancellation of shares		-		-		(26,000,000	)		(26,000	)		26,000			-			-
Net loss		-		-		-			-			-			(46,376	)		(46,376	)
BALANCE- September 30, 2005		-		-		46,040,000			46,040			(3,690	)		(47,126	)		(4,776	)
Net loss															(606	)		(606	)
BALANCE-September 30, 2006		-		-		46,040,000			46,040			(3,690	)		(47,732	)		(5,382	)
Net loss															(25,472	)		(25,472	)
BALANCE-September 30, 2007		-		-		46,040,000			46,040			(3,690	)		(73,204	)		(30,854	)
Issuance of common stock for cash at $.0375 per share		-		-		2,828,000			2,828			103,222			-			106,050
Net loss		-		-		-			-			-			(72,926	)		(72,926	)
BALANCE- September 30, 2008		-		-		48,868,000		$	48,868		$	99,532		$	(146,130	)	$	2,270
Cancellation of shares - President - Mar 17/09						(19,200,000	)	$	(19,200	)	$	19,200
Cancellation of shares - Secretary/Treasurer Mar 17/09						(4,800,000	)	$	(4,800	)	$	4,800
Net loss															(18,041	)		(18,041	)
BALANCE-September 30, 2009		-		-		24,868,000			24,868			123,532			(164,171	)		(15,771	)
Net loss		-		-		-			-			-			(75,900	)		(75,900	)
BALANCE- September 30, 2010		-		-		24,868,000			24,868			123,532			(240,071	)		(91,671	)
Net loss		-		-		-			-			-			(77,287	)		(77,287	)
BALANCE- March 31, 2011		-		-		24,868,000			24,868			123,532			(317,358	)		(168,958	)

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

NOTES TO FINANCIAL STATEMENTS

March 31, 2011

NOTE 1 – BASIS OF PRESENTATION

The interim financial statements of First Corporation (the Company) for the three and six months ended March 31, 2011 and 2010 and for the period from date of inception on December 27, 1995 to March 31, 2011 are not audited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all of the disclosures required to be in conformity with accounting principles generally accepted in the United States of America.

In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of March 31, 2011 and the results of its operations and cash flows for the three and six months ended March 31, 2011 and 2010 and for the period from the date of inception on December 27, 1995 to March 31, 2011. The results of operations for the three and six months ended March 31, 2011 and 2010 are not necessarily indicative of the results for a full year period.

NOTE 2 – NATURE AND PURPOSE OF BUSINESS

First Corporation (the “Company”) was incorporated under the laws of the State of Colorado on December 27, 1995. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit.

NOTE 3 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION

The Company considers revenue to be recognized at the time the service is performed.

USE OF ESTIMATES

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the period the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.

EARNINGS PER SHARE

Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.

INCOME TAXES:

The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.

CONCENTRATION OF CREDIT RISK:

The Company does not have any concentration of related financial credit risk.

RECENT ACCOUNTING PRONOUNCEMENTS:

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.

NOTE 4 – MINERAL CLAIMS

The Company has entered into an option agreement, dated October 14, 2004 to acquire a 100% interest in a total of two mineral claims located in the Red Lake Mining District in Ontario, Canada.

The property was acquired for $15,000 in cash. These costs have been expensed as exploration costs during the year ended September 30, 2005.

NOTE 5 – COMMON STOCK

On October 10, 2004 the Company effected a two for one stock split for all outstanding shares of stock at that date. On September 5, 2005 the Company effected a five for two stock split for all outstanding shares of stock at that date. These stock splits have been retroactively reported in the shareholders equity as if the stock splits occurred at inception.

In December, 1995 the Company issued 15.000,000 shares of its common stock to a shareholder in exchange for services. The shares were valued at $.00004 per share for an aggregate of $600.

In April, 1999 the Company issued 4,500,000 shares of common stock in exchange for cash. The shares were valued at $.000013 per share for an aggregate of $600.

In September, 2004 the Company issued 880,000 shares of common stock in exchange for cash. The shares were valued at $.1025 per share for an aggregate of $22,000.

In October, 2004 the Company issued 50,000,000 shares in exchange for services rendered. The shares were valued at $.0003 per share for an aggregate of $15,000.

In December, 2004 the Company issued 160,000 shares in exchange for cash. The shares were valued at $ .025 per share for an aggregate of $4,000.

In September, 2005 two shareholders/officers cancelled 26,000,000 shares of stock that had previously been issued for services rendered.

In December, 2007 the Company issued 2,828,000 shares in exchange for cash. The shares were valued at $ .0375 per share for an aggregate of $106,050.

In August of 2008, the Board of Directors passed a resolution to amend and restate the Company’s articles of incorporation. The amended articles of incorporation increase the number of authorized shares of common stock to 500,000,000 with a par value of $.001 per share. The number of authorized shares of preferred stock remains at 10,000,000 shares.

In March of 2009, two shareholders/officers of the Company cancelled 24,000,000 shares of common stock that had previously been issued for services rendered.

Also, in March of 2009, the Company declared a stock dividend of three shares for every share of common stock held at the record date of March 23, 2009. Immediately after the stock dividend, the Company had 24,868,000 shares of common stock issued and outstanding.

In March of 2011, the Company issued 1,017,250 shares of common stock valued at $ .10 per share for repayment of advances made by shareholders to the Company in the amount of $ 101,725.

NOTE 6 – RELATED PARTY TRANSACTIONS

In June of 2004 an entity related by common control advanced $15,000 in cash to the Company. The balance was repaid in September of 2004.

In May of 2005 a shareholder of the Company advanced $6,500 to the Company for the payment of certain exploration casts. The advance bears no interest rate and is payable upon demand.

In October of 2004 the Company issued 50,000,000 shares to the Company’s president for services rendered. Also, in October of 2004 the Company acquired mineral claims from this same individual by paying cash in the amount of $15,000. This transaction is also described in Note 3 to the financial statements.

During the year ended September 30, 2005, a shareholder advanced the Company $6,500 to assist the Company with working capital. During the year ended September 30, 2007, this shareholder advanced an additional $20,500 to the Company. These advances do not carry an interest rate, do not have a maturity date and are payable to the shareholder upon demand.

During the year ended September 30, 2008, the Company repaid the advances to the shareholder and at September 30, 2008 there were no outstanding loans to shareholders.

In December of 2008 this same shareholder advanced $ 9,715 to the Company to assist with working capital needs. The Company repaid $2,415 of this advance in December of 2008. The balance due to the shareholder at December 31, 2009 totaled $ 7,300.

In January of 2010, the same shareholder advanced $10,000 to the Company to assist with working capital needs.

During October through December of 2010, the same shareholder advanced an aggregate of $31,225 to cover working capital needs and the Company repaid $10,000 of those advances back to the shareholder.

In November 2010, another shareholder advanced an additional $19,750 to assist with working capital needs.

During the three months ended March 31, 2011, two shareholders advanced an additional $ 40,120 to the Company to assist with working capital needs. In March of 2011, the Company issued 1,017,250 shares of common stock valued at $ .10 per share to repay a portion of the amounts advanced by these shareholders in the amount of $ 101,725.

NOTE 6 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $317,358 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 7 – SHARE EXCHANGE AGREEMENT

On October 16, 2009, the Company entered into a Share Exchange Agreement with the shareholders of Acquma Holdings Limited (Acquma). Pursuant to the terms of the agreement, First Corporation will acquire all of the issued and outstanding shares of Acquma in exchange for an aggregate of 64,437,848 shares of First Corporation common stock. The closing of the agreement is subject the meeting of certain conditions by both parties. The agreement was scheduled to close on February 28, 2010, if all conditions had been met. As of the date of this report, the conditions have not been met and the agreement is not binding on either party.

Item 2.

Management’s Discussion and Plan of Operations

Our registration statement on Form SB-2 was declared effective on July 8, 2007 and we were successful in completing slightly more than the minimum required under the terms of our prospectus, 707,000 shares at $0.15 per share for an aggregate amount of $106,050. Repayment of loans to the Company and legal, accounting and filing expenses have severely depleted cash reserves.

On May 18, 2008, our board of directors voted unanimously to discontinue our then plan of operation which included exploration of our mineral claims in the Red Lake district of northern Ontario and to seek another business opportunity.

Acquma Letter of Intent

On July 8, 2009, we entered into a Letter of Intent containing a binding agreement for a share exchange whereby First Corporation acquired 1.6 million shares of Acquma Holdings Limited from Louis Consulting in exchange for 4.8 million shares of First Corporation’s restricted common stock. This transaction resulted in First Corporation owning approximately 10% of the issued and outstanding shares of Acquma Holdings.

Acquma Holdings Limited is an investment company which currently owns 18% of Tramigo Oy Ltd., a private Finnish company. Tramigo Oy is engaged in the development and marketing of GPS based navigation systems marketed in over 100 countries worldwide.

Share Exchange Agreement

First Corporation, Acquma Holdings Limited (“Acquma”) and the shareholders of Acquma (the “Acquma Shareholders”) entered into a Share Exchange Agreement, dated as of October 16, 2009 (the “Exchange Agreement”). Pursuant to the terms of the Exchange Agreement, First Corporation is to acquire all of the issued and outstanding shares of Acquma from the Acquma Shareholders in exchange for an aggregate of 64,437,848 shares of First Corporation common stock (the “Acquisition Shares”). The Exchange Agreement called for Acquma to become a wholly-owned subsidiary of First Corporation. The Exchange Agreement expired by its own terms after the deadline for closing the transactions contemplated therein passed. The parties have been negotiating a revised agreement on similar terms. However, we continue to explore other possible business opportunities of a similar nature and with a similar objective in mind.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including the CEO, Principal Accounting and Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end fo the period covered by this report. Based on that evaluation, the CEO, Principal Accounting and Financial Officer has concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

As of March 15, 2011, we issued 817,500 shares of our common stock to DeMatco Group Corp and 199,750 shares of our common stock to Jamie Sullivan, both existing shareholders of First Corporation. The shares were issued in exchange for costs advanced by such shareholders during 2010 at a price of $0.10 per share. The advances were used for legal, accounting and administrative fees of the company.

Item 3.

Defaults Upon Senior Securities

Not Applicable

Item 5.

Other Information

First Corporation entered into a Media Relations Campaign Agreement with Emerson Gerard Associates, Inc. (“EGA”), as of March 8, 2011, pursuant to which it is to pay EGA $6,850 per month for services in promoting products of First Corporation and Tramigo Ltd. The agreement is on a month to month basis and may be terminated by First Corporation upon 15 days’ written notice to EGA. A copy of this agreement is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1.

Item 6.

Exhibits and Reports on Form 8K

Exhibit 10.1	Media Relations Campaign Agreement, dated as of March 8, 2011, by and between First Corporation and Emerson Gerard Associates, Inc.
Exhibit 31	Rule 13a-14(d) Certification
Exhibit 32	Section 1350 Certification

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FIRST CORPORATION
Dated: May 20, 2011

	By:	/s/ Andrew Clarke
		Andrew Clarke,
		Director, Chief Executive and Financial
		Officer

FIRST CORP /CN/ - FORM 10-Q - May 23, 2011

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FIRST CORP /CN/ Reports