UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

   X  . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

       . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-54336

FIRST RESOURCES CORP.

(Name of small business issuer in its charter)

 

Nevada		26-0641585
(State of incorporation)		(I.R.S. Employer Identification No.)

 

3065 Beyer Blvd. B103-1

San Diego, CA 92154

(Address of principal executive offices)

 

(858) 461-3544

(Registrant’s telephone number)

with a copy to:

Carrillo Huettel, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060

 

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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

(Not required) Yes   X  . No      .

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

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

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

Yes      . No   X  .

As of November 14, 2011, there were 12,700,000 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

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FIRST RESOURCES CORP.*

TABLE OF CONTENTS

		Page
PART I.               FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4.	CONTROLS AND PROCEDURES	16
PART II.              OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	[REMOVED AND RESERVED]	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	18

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q 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 (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of First Resources Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "MEZE" refers to First Resources Corp.

2

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PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

First Resources Corp.

(An Exploration Stage Company)

September 30, 2011

Index

Balance Sheets (unaudited)

4

Statements of Operations (unaudited)

5

Statements of Cash Flows (unaudited)

6

Statements of Stockholders’ Equity (Deficit) (unaudited)

7

Notes to the Financial Statements (unaudited)

8

3

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First Resources Corp

(formerly MedZed, Inc)

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

					September 30			December 31,
					2011			2010
ASSETS
CURRENT ASSETS
	Cash			$	20,204		$	216
		Total Current Assets			20,204			216
		TOTAL ASSETS		$	20,204		$	216
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable			$	10,633		$	4,000
	Related party payable				43,772			19,548
		Total Current Liabilities			54,405			23,548
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock: $0.0001 par value, 300,000,000 shares   authorized, 12,700,000 issued and outstanding				1,270			1,270
	Additional paid-in capital				1,296,776			1,295,756
	Deficit accumulated during the exploration stage				(1,332,247)			(1,320,358)
		Total Stockholders' Equity (Deficit)			(34,201)			(23,332)
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	20,204		$	216

 (The accompanying notes are an integral part of these financial statements)

4

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First Resources Corp

(Formerly MedZed, Inc)

(An Exploration Stage Company)

Statements of Operations (Unaudited)

				For the		For the		For the		For the		From Inception
				Three Months		Three Months		Nine Months		Nine Months		on August 3,
				Ended		Ended		Ended		Ended		2007 Through
				September 30		September 30		September 30		September 30		September 30
				2011		2010		2011		2010		2011
REVENUES			$	-	$	-	$	-	$	-	$	-
EXPENSES
	Mineral claims			575		3,000		575		3,000		3,575
	General and administrative			2,352		349,374		11,314		1,239,849		1,328,672
		Total Expenses		2,927		352,374		11,889		1,242,849		1,332,247
LOSS FROM OPERATIONS				(2,927)		(352,374)		(11,889)		(1,242,849)		(1,332,247)
	Income tax expense			-		-		-		-		-
NET LOSS			$	(2,927)	$	(352,374)		(11,889)		(1,242,849)	$	(1,332,247)
BASIC LOSS PER SHARE			$	(0.00)	$	(0.04)		(0.00)		(0.16)
WEIGHTED AVERAGE SHARES OUTSTANDING				12,700,000		8,335,897		12,700,000		7,644,322

(The accompanying notes are an integral part of these financial statements)

5

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First Resourcse Corp
(Formerly MedZed, Inc)
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
						For the		For the		From Inception
						Nine Months		Nine Months		on August 3,
						Ended		Ended		2007 Through
						September 30		September 30		September 30
						2011		2010		2011
OPERATING ACTIVITIES
	Net loss				$	(11,889)	$	(1,242,849)	$	(1,332,247)
	Adjustments to reconcile net loss to net cash used by operating activities:
	Non cash item -
		Stock based compensation				-		1,215,000		1,215,000
		Imputed interest on shareholder loan				1,020		1,450		3,046
	Changes in operating assets and liabilities
		Increase (decrease) in accounts payable				6,633		(1,990)		10,633
			Net Cash Used in Operating Activities			(4,236)		(28,389)		(103,568)
INVESTING ACTIVITY						-		-		-
FINANCING ACTIVITIES
		Proceeds from related party loans				24,224		2,610		43,772
		Common stock issued for cash				-		25,000		80,000
			Net Cash Provided by Financing Activities			24,224		27,610		123,772
		NET DECREASE IN CASH				19,988		(779)		20,204
		CASH AT BEGINNING OF PERIOD				216		1,004		-
		CASH AT END OF PERIOD			$	20,204	$	225	$	20,204
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			$	-	$	-	$	-
		Income Taxes			$	-	$	-	$	-

(The accompanying notes are an integral part of these financial statements)

6

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First Resources Corp
(Formerly MedZed, Inc)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
										Deficit
										Accumulated			Total
							Additional			During the			Stockholders'
		Common Stock					Paid-in			Exploration			Equity
		Shares		Amount			Capital			Stage			(Deficit)
Balance at inception, August 3, 2007		-		$	-		$	-		$	-		$	-
Common stock issued for cash per share
		1,500,000			150			14,850			-			15,000
Net loss from inception on August 3, 2007 through December 31, 2007
		-			-			-			(19,589)			(19,589)
Balance, December 31, 2007		1,500,000			150			14,850			(19,589)			(4,589)
Common stock issued for cash		1,000,000			100			39,900			-			40,000
Net loss for the year ended December 31, 2008
		-			-			-			(34,552)			(34,552)
Balance, December 31, 2008		2,500,000			250			54,750			(54,141)			859
Imputed interest		-			-			576			-			576
Net loss for the year ended December 31, 2009
		-			-			-			(19,409)			(19,409)
Balance, December 31, 2009		2,500,000			250			55,326			(73,550)			(17,974)
Shares issued to President for Cash		10,000,000			1,000			24,000			-			25,000
Stock based compensation on 10,000,000 shares issued to President
		-			-			875,000			-			875,000
Stock issued for services		200,000			20			339,980			-			340,000
Imputed interest		-			-			1,450			-			1,450
Net loss for the years ended December 31, 2010
		-			-			-			(1,246,808)			(1,246,808)
Balance, December 31, 2010		12,700,000			1,270			1,295,756			(1,320,358)			(23,332)
Imputed interest		-			-			1,020			-			1,020
Net loss for the nine months ended September 30, 2011
		-			-			-			(11,889)			(11,889)
Balance, September 30, 2011		12,700,000		$	1,270		$	1,296,776		$	(1,332,247)		$	(34,201)

(The accompanying notes are an integral part of these financial statements)

7

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First Resources Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

First Resources Corp. (formerly Medzed, Inc.) (the “Company”) was organized on August 3, 2007, under the laws of the State of Nevada to engage in any lawful activity. The Company intends to engage in the exploration of certain mineral interests in the state of Arizona. The Company is in the exploration stage.

On August 19, 2010, the Company filed Amended and Restated Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State. As a result of the Amendment, the Company, among other things: (i) changed its name to “First Resources Corp.;” and, (ii) increased the aggregate number of authorized shares to 310,000,000 shares, consisting of 300,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

 

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31.

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2011 and December 31, 2010, the Company had no cash equivalents.

8

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First Resources Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2009 and 2008, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Financial Instruments

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.  The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820 and ASC 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

9

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First Resources Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Adopted Accounting Pronouncements

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.  

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.    

10

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First Resources Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

NOTE 4 – RELATED PARTY PAYABLES

As of September 30, 2011 and December 31, 2010, the Company has received cash advances from a shareholder or related party of $43,772 and $19,548. The advances are non interest bearing, unsecured and due upon demand. Imputed interest in the amount of $1,020 and $1,450 is included in additional paid in capital for the periods ended September 30, 2011 and December 31, 2010.

NOTE 5 – STOCKHOLDERS’ EQUITY

During the year ended December 31, 2007, the Company issued 1,500,000 shares of its par value $0.0001 common stock for cash at $0.01 per share.  

During the year ended December 31, 2008, the Company issued 1,000,000 shares of its par value $0.0001 common stock for cash at $0.04 per share.  

During the period ended June 30, 2010, the Company issued to the President of the Company, 10,000,000 shares of its par value $0.0001 common stock for cash at $0.0025 per share. Stock based compensation in the amount of $875,000 was recorded because the Company issued the stock to a related party.  The stock based compensation on the issuance to a related party was based on the quoted trading value of the shares on the date of issuance being $0.09 per share.

During the period ended September 30, 2010, the Company issued 200,000 shares of its par value $0.0001 common stock for services valued at $340,000 based on the quoted trading value of the shares on the date of issuance being $1.70 per share.

A total of 12,700,000 shares of common stock were issued and outstanding at September 30, 2011.         

NOTE 6 - INCOME TAXES

The Company has a net operating loss carry forward of $117,247 available to offset taxable income in future years which commence expiring in fiscal 2027.

The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

		Nine  Months Ended Sept. 30, 2011 $		Nine  Months Ended Sept. 30, 2010 $
Income tax recovery at statutory rate		4,042		9,469
Valuation allowance change		(4,042)		(9,469)
Provision for income taxes		–		–

The significant components of deferred income tax assets and liabilities at September 30, 2011 and December 31, 2010 are as follows:

		September 30, 2011 $		December 31, 2010 $
Net operating loss carried forward		39,863		35,882
Valuation allowance		(39,863)		(35,882)
Net deferred income tax asset		–		–

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First Resources Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

NOTE 7 – SUBSEQUENT EVENTS

On October 22, 2011, the Company entered into a property option agreement whereby the Company shall receive the right and option to acquire 100% of the mining interests in the Sheep Mountain West Property (the “Property”) in Yavapai County, Arizona. In order to exercise the Option, the Company shall be required to pay an initial cash payment of $15,000, pay for all holding costs and government filing fees incurred in relation to the Property, issue an aggregate of 700,000 shares of the Company’s common stock, pay an additional aggregate payment of $105,000 over a 7 year period, incur work expenditures on or with respect to the Property pursuant to the Option schedule and pay a production royalty (the “Royalty”) equal to 3% of the net smelter returns. The Option Agreement also provides that the Company shall have a one-time right to purchase up to 50% of the Royalty in the Property for $3,000,000.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

		September 30, 2011		December 31, 2010
Current Assets	$	20,204	$	216
Current Liabilities	$	54,405	$	23,548
Working Capital (Deficit)	$	34,201	$	23,332

Cash Flows

		September 30, 2011		December 31, 2010
Cash Flows from (used in) Operating Activities	$	(4,236)	$	(28,389)
Cash Flows from (used in) Financing Activities	$	24,224	$	27,610
Net Increase (decrease) in Cash During Period	$	19,988	$	(779)

Operating Revenues

Operating revenues for the period ended September 30, 2011 was $Nil.

Operating revenues for the period ended September 30, 2010 was $Nil.

Operating Expenses and Net Loss

Operating expenses for the three and nine month period ended September 30, 2011 was $2,927 and $11,889 and is comprised of expenses related to mineral claims and general and administrative expenses.

Operating expenses for the three and nine months ended September 30, 2010 was $352,374 and $1,242,849 and is comprised of expenses related to mineral claims and general and administrative expenses.

Net loss for the three and nine months ended September 30, 2011 was $2,927 and $11,889 is comprised of expenses related to mineral claims and general and administrative expenses.

Net loss for the three and nine months ended September 30, 2010 was $352,374 and $1,242,849 is comprised of expenses related to mineral claims and general and administrative expenses.

Liquidity and Capital Resources

As at September 30, 2011, the Company’s cash and total asset balance was $20,204 compared to $216 as at December 31, 2010. The increase in total assets is attributed to cash.  

As at September 30, 2011, the Company had total liabilities of $54,405 compared with total liabilities of $23,548 as at December 31, 2010. The increase in total liabilities was attributed to increased funding received by a related party of the Company.

As at September 30, 2011, the Company had a working capital deficit of $19,988 compared with a working capital deficit of $23,332 as at December 31, 2010.

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Cashflow from Operating Activities

During the period ended September 30, 2011, the Company used $4,236 of cash for operating activities compared to the use of $28,389 of cash for operating activities during the period ended September 30, 2010. The change in net cash used in operating activities is attributed to decrease in losses in the vehicles. 

Cashflow from Financing Activities

During the period ended September 30, 2011, the Company received $24,224 of cash from financing activities compared to $27,610 for the period ended September 30, 2010.  

 

Quarterly Developments

On September 28, 2011, Ms. Gloria Ramirez-Martinez resigned from her position as Secretary of the Company.  On September 28, 2011, the Company appointed its current Vice President of Exploration, Mr. Steven Radvak, to serve as Secretary of the Company. Mr. Radvak accepted such appointment. Ms. Ramirez-Martinez will continue in her capacities as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of the Company.

Subsequent Developments

On October 22, 2011, the Company entered into that certain Property Option Agreement (the "Option Agreement") with MinQuest, Inc. ("MinQuest").  Pursuant to the terms and conditions of the Option Agreement, MinQuest shall grant the Company with the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as Sheep Mountain West (the “Property”) which is comprised of  27 mining claims and is located in Yavapai County, Arizona. In order to exercise the Option, the Company shall be required to: (i) pay an initial cash payment of fifteen thousand dollars ($15,000) to Minquest, (ii) reimburse Minquest for all holding costs and government filing fees incurred in relation to the Property, (iii) issue an aggregate of seven hundred thousand (700,000) shares of the Company’s common stock to Minquest; (iv) pay an additional aggregate payment of one hundred five thousand dollars ($105,000) over a seven (7) year period; (v) incur work expenditures on or with respect to the Property pursuant to the Option schedule; and (vi) pay a production royalty (the “Royalty”) to Minquest equal to three percent (3%) of the net smelter returns, per the terms and conditions of the Option Agreement. The Option Agreement also provides that the Company shall have a one-time right to purchase up to fifty percent (50%) of Minquest’s Royalty in the Property for three million dollars ($3,000,000).

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. 

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Amended Annual Report on Form 10-K/A as filed with the SEC on July 8, 2011, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. 

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.

Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2.

Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  

[REMOVED AND RESERVED]

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FIRST RESOURCES CORP.
Dated:     November 11, 2011		/s/ Gloria Ramirez-Martinez
		GLORIA RAMIREZ-MARTINEZ
		Its: President, Chief Executive Officer, Chief Financial Officer, and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

Dated:     November 11, 2011	/s/ Gloria Ramirez-Martinez
	By:  Gloria Ramirez-Martinez Its:  Director

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