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, 2012

 

¨ 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 classes of common equity as of March 31, 2012: 26,385,250 shares.

 

 

Item 1. Financial Statements.

 

FIRST CORPORATION

A DEVELOPMENTAL STAGE COMPANY

CONDENSED BALANCE SHEETS

 

		March 31, 2012				September 30, 2011
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	97,736			$	27,793
Prepaid insurance			4,322				-
TOTAL CURRENT ASSETS			102,058				27,793
TOTAL ASSETS		$	102,058			$	27,793
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	11,331			$	15,795
Accrued interest payable			20,104				9,420
Due to stockholder			67,420				67,420
Convertible notes payable, net of debt discount of $21,624			368,496				155,263
TOTAL CURRENT LIABILITIES			467,351				247,898
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $ .001 par value, authorized 10,000,000 none issued			-				-
Common Stock, $ .001 par value, 500,000,000 shares authorized 26,385,250 shares issued and outstanding at March 31, 2012 and 25,885,250 shares issued and outstanding at September 30, 2011			26,385				25,885
Additional paid-in capital			879,961				820,461
Accumulated deficit during developmental stage			(1,271,639	)			(1,066,451	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			(365,293	)			(220,105	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	102,058			$	27,793

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

																		From
		For the three months				For the three months				For the six months				For the six months				December 27, 1995
		ended				ended				ended				ended				(Date of Inception)
		March 31,				March 31,				March 31,				March 31,				to March 31,
		2012				2011				2012				2011				2012
Revenue		$	-			$	-			$	-			$	-			$	-
Total revenue			-				-				-				-				-
Operating Expenses
Mineral exploration costs			-				-				-				-				30,700
Write off mineral claim			-				-				-				-				15,000
General and administrative			84,926				63,074				101,391				77,287				611,237
Total operating expenses			84,926				63,074				101,391				77,287				656,937
Net loss from operations			(84,926	)			(63,074	)			(101,391	)			(77,287	)			(656,937	)
Other expenses
Loss from extinguishment of debt			-								-				-				417,055
Interest			53,528				-				103,797				-				197,647
Total other expenses			53,528								103,797				-				614,702
Net loss		$	(138,454	)		$	(63,074	)		$	(205,188	)		$	(77,287	)		$	(1,271,639	)
Weighted average common shares			26,385,250				25,037,542				26,142,081				24,951,381
Net Loss Per Share
(Basic and Fully Dilutive)			(0.01	)			(0.00	)			(0.01	)			(0.00	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

 

		Preferred Stock								Common Stock
		Number of Shares				Par Value Amount				Number of Shares				Par Value Amount				Additional Paid- In Capital				Accumulated Deficit During Developmental Stage				Total
Balance, September 30, 2010			-			$	-				24,868,000			$	24,868			$	123,532			$	(240,071	)		$	(91,671	)
Issuance of Common Stock - Mar 15/11 @ $.51 per share			-				-				199,750				200				101,673				-				101,873
Issuance of Common Stock - Mar 15/11 @ $.92 per share			-				-				817,500				817				416,090				-				416,907
Benedicial conversion - convertible note			-				-				-				-				179,166				-				179,166
Net loss			-				-				-				-				-				(826,380	)			(826,380	)
Balance, September 30, 2011			-				-				25,885,250				25,885				820,461				(1,066,451	)			(220,105	)
Issuance of Common Stock for cash (net of fees) in December 2011			-				-				500,000				500				39,500				-				40,000
Net loss			-				-				-				-				-				(66,734	)			(66,734	)
Balance, December 31, 2011			-				-				26,385,250				26,385				859,961				-1,133,185				-246,839
Issuance of 8% convertible notes			-				-				-				-				20,000				-				20,000
Net loss			-				-				-				-				-				(138,454	)			(138,454	)
Balance, March 31, 2012			-			$	-				26,385,250			$	26,385			$	879,961			$	(1,271,639	)		$	(365,293	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

										From December
		Six Months				Six Months				27, 1995 (Date of
		Ended				Ended				inception) to
		March 31, 2012				March 31, 2011				March 31, 2012
Cash flows from operating activities:
Net loss		$	(205,188	)		$	(77,287	)		$	(1,271,639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock for services rendered			-				-				15,750
Write off mineral claims			-				-				15,000
Loss on extinguishment of debt			-				-				417,055
Amortization of debt discount			93,114				-				177,543
Non cash expenses			40,120				-				40,120
Changes in operating assets and liabilities:
Prepaid expenses			(4,322	)			-				(4,322	)
Accounts payable			(4,465	)			47				11,330
Accrued interest			10,684				-				20,104
Net cash used in operating activities			(70,057	)			(77,240	)			(579,059	)
Investing activities:
Acquisition of mineral claims			-				-				(15,000	)
Net cash provided by investing activities											(15,000	)
Cash flows from financing activities:
Proceeds from convertible promissory notes			100,000				-				350,000
Proceeds from note payable to related party			-				-				15,000
Repayment of note payable to related party			-				-				(15,000	)
Issuance of common stock for cash			40,000				-				172,650
Advances from shareholder			-				91,095				208,560
Repayments to shareholder			-				(10,000	)			(39,415	)
Net cash provided by financing activities			140,000				81,095				691,795
Net increase in cash			69,943				3,855				97,736
Cash at the beginning of period			27,793				-				-
Cash at the end of period		$	97,736			$	3,855			$	97,736
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	-			$	-
Taxes		$	-			$	-
Non-cash investing and financing activities:
Issuance of stock for shareholder advances		$	-			$	101,725			$	101,725

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 1 – Description 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 was originally "an exploration stage company" and had acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. However, due to difficulty securing financing, the board of directors voted to discontinue operations of mineral claims, and pursue other investment opportunities. The company is a development stage entity, as defined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 915.

 

To date, we have generated no sales revenues, have incurred significant expenses and have sustained losses. Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from inception on December 27, 1995 (Date of Inception) through March 31, 2012, we have accumulated losses of $1,271,639

 

NOTE 2- Summary of Significant Accounting Policies

 

(A)  Basis of Presentation

 

The condensed balance sheet as of September 30, 2011 has been derived from audited financial statements.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with Rule S-X of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, the results from operations for the three and six months periods ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending September 30, 2012. The unaudited condensed financial statements should be read in conjunction with the September 30, 2011 financial statements and footnotes thereto included in the Company's Form 10-K filed with the SEC.

 

(B)  Going Concern

 

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage. 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 $1,271,639 since inception. This raises substantial doubt about its ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might be necessary if the Company in unable to continue as a going

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 2 – Summary of Significant Accounting Policies (continued)

 

concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan.

 

(C)  Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

 

(D)  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 these estimates.

 

(E)  Fair Value of Financial Instruments

 

Fair Value Measurements under GAAP clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments.

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets): or model-derived calculations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

 

The carrying value of the Company's cash and cash equivalents, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 2 – Summary of Significant Accounting Policies (continued)

 

value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed, otherwise only available information pertinent to fair value has been disclosed.

 

As of March 31, 2012, there were no financial assets or liabilities that were measured at fair value on a recurring basis.

 

(F)  Per Share Data

 

Basic and diluted net loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding as defined by ASC 260, “Earnings Per Share”. 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. For the three and six months ended March 31, 2012, and 2011, any common stock equivalents were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

 

(G)  Provision for 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

 

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 2 – Summary of Significant Accounting Policies (continued)

 

(H)  Concentration of Credit Risk

 

The Company maintains its temporary cash investments in high credit quality financial institutions. At times, such amounts may exceed federally insured limits.

 

(I)  Recent Accounting Pronouncements

 

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The objective of this pronouncement is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. When effective, ASU 2011-05 will help financial statement users better understand the causes of an entity's change in financial position and results of operations. Management does not feel that the adoption of this update will have a substantial impact on the financial statements.

 

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. The objective of this update is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity.

 

In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring and nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuance, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The adoption of ASU 2010-6 did not have a material effect on the Company’s condensed consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management will have, a material impact on the Company's present or future consolidated financial statements.

  

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 3 – Common Stock

 

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.

 

In April of 2011, the Company entered into a Securities Purchase Agreement with an accredited investor to sell unsecured 8% Convertible Notes in the aggregate original principal amount of up to $2,000,000 with an initial investment of $250,000. The Company may require additional note purchases.

 

In December 2011, an accredited investor agreed to purchase 500,000 shares of the corporation's common stock at a price of $0.10 per share for a total of $40,000, net of fees.

 

NOTE 4 – Related Party Transactions

 

As of March 31, 2012, and September 30, 2011, the Company owed three separate shareholders the sum of $67,420. These advances do not carry a stated interest rate and are payable to the shareholders on demand.

 

NOTE 5 – Convertible Note Payable

 

On April 8, 2011, the Company issued an 8% convertible note payable in the principal face amount of $250,000 in exchange for cash proceeds of the same amount. The note provides for the payment of eight percent (8%) interest per annum with a due date of April 8, 2012. The note also provides for potential conversion into common stock of the Company at a price of $.60 per share. Based upon the intrinsic value on the date of issuance, the note has a beneficial conversion feature, for which the Company has recorded a debt discount in the amount of $179,166. This debt discount is being amortized to the maturity date of the note, which is twelve months from the date of issuance. As of March 31, 2012, the Company has accrued interest payable on the face amount of the note in the amount of $19,447. The Company has also recognized $91,469 as interest expense for the period ended March 31, 2012 from the amortization of the debt discount. The note holders agreed to extend the notes and were issued new 8% Convertible notes due March 1, 2013. The note holders also waived the payment of interest and rolled over the unpaid interest into the new notes. (See Note 7)

 

On March 1, 2012, the company issued an 8% convertible note payable in the principal face amount of $100,000 in exchange for cash proceeds of the same amount. The notes provides for the payment of 8% interest per annum with a due date of March 1, 2013. The note also provides for potential conversion into common stock of the Company at a price of $.60 per share. Based upon the intrinsic value of the date of issuance the note has a beneficial conversion feature, for which the Company has recorded a debt discount in the amount of $20,000 The debt discount is being amortized to the maturity date of the note, which is twelve months from the date of issuance. At March 31, 2012, the company has recognized $1,644 as interest expense from the amortization of the debt discount.

  

 

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

 

NOTE 6 – Material Agreements

 

On July 8, 2009 the Company entered into a letter of intent containing a binding agreement for a share exchange whereby the Company would acquire 1.6 million shares of Acquma Holdings Limited (Acquma) from Louis Consulting in exchange for 4.8 million shares of the Company's restricted common stock. Upon closing of the agreement, the Company would own 10% of the issued and outstanding shares of Acquma. The closing was scheduled to take place on or before September 15, 2009.

 

On October 16, 2009, the Company replaced the above agreement with a new agreement that specified that the Company would acquire all of the issued and outstanding shares of Acquma for the Acquma shareholders in exchange for the issuance of 64,437,848 shares of the Company's common stock. Upon closing of this agreement, Acquma will become a wholly-owned subsidiary of First Corporation. The Company has paid $40,000 in legal fees with regards to this potential acquisition. As of May 15, 2012, the date of issuance of these financial statements, the Company had not closed on this agreement

 

On June 2, 2011, the Company signed a letter of intent with Gecko Landmarks, Ltd. to acquire a 10% equity interest in Gecko, the producer of the highly innovative Global Landmark Data and related software. Under the terms of the LOI, the Company agreed to acquire a 10% equity interest on or before July 31, 2011 for the amount of one million dollars ($1,000,000). The Company has an option to acquire an additional 23% of the share capital of Gecko within six (6) months of the date of the LOI for an amount of 3.45 million dollars ($3,450,000). As of March 31, 2012, the Company has not acquired an equity interest in Gecko.

 

NOTE 7 – Subsequent Events

 

On April 26, 2012 the Company received a letter of intent from an investor who would like to purchase $500,000 8% convertible note.

 

On April 26, 2012, First Corporation arranged with the holders of its outstanding Convertible Notes to waive its interest payments and add them to the principal on two of its outstanding notes in the aggregate amount of $290,120 and issued new notes reflecting the principal and interest in the aggregate new principal amount of $313,760.

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

Corporate Background

 

First Corporation is a corporation formed under the laws of the State of Colorado on December 27, 1995. Our principal executive offices are located in England. Our original business was the exploration of mineral claims for commercially viable deposits of precious and base metals. However, on May 18, 2008, our board of directors voted unanimously to discontinue exploration of our mineral claims due to the difficulty in securing adequate financing. We have since pursued other opportunities.

 

Gecko Landmarks Ltd. Share Acquisition

 

Effective April 12, 2012, First Corporation entered into a Securities Subscription and Option Agreement with Gecko Landmarks Ltd. which provides for the acquisition by First Corporation of an initial 10% stake in Gecko Landmarks. Under the Securities Subscription and Option Agreement, we also have the option to purchase an additional 23% of Gecko Landmarks share capital within six months of the initial closing. By Written Consent, dated March 27, 2012, our sole director approved this agreement and referred the matter to a vote of our shareholders. Action was taken by the Written Consent of the Holders of a Majority of the Issued and Outstanding Common Stock of First Corporation approving the transaction. We notified First Corporation’s other shareholders to inform them of this action pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and Regulation 14C thereunder.

 

Description of the Share Acquisition Transaction

 

Under the terms of the Securities Subscription and Option Agreement, First Corporation is to purchase its 10% equity interest in Gecko Landmarks for a purchase price of $1,000,000. The closing is scheduled to occur on or after May 29, 2012 which is the 20^th day following the first transmission of the Schedule 14C to the shareholders. Under the terms of the agreement, First Corporation‘s option to purchase an additional 23% interest in Gecko Landmarks is exercisable for a price of $3,450,000, exercisable within six months from closing. As of March 31, 2012, the Company has not acquired an equity interest in Gecko. The directors will have authority to approve the exercise of this option without stockholder approval. In connection with the closing, First Corporation also expects to enter into a shareholders’ agreement with the other Gecko Landmarks shareholders which will provide for the rights of the respective parties as shareholders of Gecko Landmarks. The terms of this shareholders’ agreement are under negotiation.

 

First Corporation does not currently have the funding for the acquisition in its account. However, it has a written commitment from an investor, Investa Securities Limited, and an oral commitment from another, DeMatco Group Corp, each of which has agreed to provide such funding under convertible debentures on terms to be negotiated at an interest rate of 8% per annum.

 

Prior to its discussions with Gecko Landmarks regarding the share acquisition, First Corporation had pursued other possible business acquisitions none of which were completed.

 

Consulting Agreement

 

On April 5, 2011, First Corporation entered into a consultancy arrangement with Thomas J. Wikstrom of Luxembourg pursuant to a letter agreement, a copy of which was attached as an exhibit to our Current Report on Form 8-K filed on April 11, 2011. Pursuant to the letter, the consultancy is for a period of one year for which Mr. Wikstrom is to receive cash compensation of $50,000, payable in quarterly installments, and reimbursement of travel expenses directly related to his responsibilities. First Corporation also expects to issue shares of stock to Mr. Wikstrom as a bonus at the end of the year in an amount to be determined. Performance on this agreement is expected to begin upon closing of the Gecko acquisition.

 

 

Financial Condition

 

Effective March 5, 2012, we issued a Convertible Note to DeMatco Group Corporation in the amount of $100,000 which bears interest at a rate of 8% per annum and is convertible as to principal thereunder into First Corporation’s common stock at a conversion price of $.60 per share. Interest accrues from March 31, 2012 and quarterly thereafter but will not be serviced until such time as FSTC generates sufficient free cashflow. The purpose of the loan is to cover costs associated with the Gecko Landmarks acquisition and related professional fees. As of April 4, 2012, the note was transferred by DeMatco Group to ISI Nominees.

 

On April 26, 2012 the Company received a letter of intent from an investor who would like to purchase $500,000 8% convertible note.

  

On April 26, 2012, First Corporation arranged with the holders of its outstanding Convertible Notes to waive its interest payments and add them to the principal on two of its outstanding notes in the aggregate amount of $290,120 and issued new notes reflecting the principal and interest in the aggregate new principal amount of $313,760.

 

We have not received any revenues from operations to date.

 

Item 4. Controls and Procedures.

 

Under the supervision and with the participation of our management, including the CEO and 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 of the period covered by this report.  Based on that evaluation, the CEO and 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, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During the quarter, we received a letter from our auditor in connection with its audit of our financial statements for the year ended September 30, 2011, indicating a material weakness in our internal controls over financial reporting. We plan to discuss this with our accounting professionals and work with them to develop appropriate controls.

 

 

  

PART II

 

OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

None

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

 

Effective March 5, 2012, we issued a Convertible Note to DeMatco Group Corporation in the amount of $100,000 which bears interest at a rate of 8% per annum and is convertible as to principal thereunder into First Corporation’s common stock at a conversion price of $.60 per share. Interest on the note accrues and is payable quarterly with the first two years’ interest being payable on the date of issue. The purpose of the loan is to cover costs associated with the Gecko Landmarks acquisition and related professional fees. As of April 4, 2012, the note was transferred by DeMatco Group to ISI Nominees.

 

On April 26, 2012, First Corporation arranged with the holders of its outstanding Convertible Notes to waive its interest payments and add them to the principal on two of its outstanding notes in the aggregate amount of $290,120 and issued new notes reflecting the principal and interest in the aggregate new principal amount of $313,760.

 

On April 26, 2012 the Company received a letter of intent from an investor who would like to purchase $500,000 8% convertible note.

  

Item 3.    Defaults Upon Senior Securities

 

None.

 

Item 5.  Other Information

 

None.

  

Item 6.  Exhibits

  

(a) Exhibits.

 

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 21, 2012
	By:	/s/ Andrew Clarke
		Andrew Clarke,
		Director, Chief Executive and Financial
		Officer