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EX-31.1 - FIRST CORP /CN/ex31one.htm
EX-31.2 - FIRST CORP /CN/ex31two.htm
EX-32.1 - FIRST CORP /CN/ex32two.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, 2010


[ ] 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


254-16 MIDLAKE BOULEVARD, CALGARY, AB T2X 2X7

                    (Address of principal executive office)


(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 [_] No [X]



State the number of shares outstanding of each of the Issuer's Common equity as of the last practicable date: 24,868,000 shares




Item 1.


FIRST CORPORATION

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2010

(Unaudited)

























FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS


 

March 31,

 

September 30,

 

2010

 

2009

ASSETS

(Unaudited)

 

 

 

 

 

 

Current Assets:

 

 

 

             Cash

 $             -   

 

 $            -   

Total current assets

                              -   

 

                              -   

 

 

 

 

 

 

 

 

Total Assets

 $          -   

 

 $           -   

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

             Accounts payable

                        12,854

 

                         8,471

             Due to Shareholder

                        17,300

 

                         7,300

Total Current Liabilities

                        30,154

 

                        15,771

 

 

 

 

Stockholders' Equity (Deficit):

 

 

 

Preferred stock, $.001 par value; authorized 10,000,000, none issued

                                -

 

                                -

Common stock, $.001 par value; 500,000,000 shares authorized

 

 

 

     24,868,000 shares issued and outstanding at March 31, 2010

 

 

 

     and September 30, 2009

                        24,868

 

                        24,868

Additional paid in capital

                      123,532

 

                      123,532

Accumulated deficit during exploration stage

                     (178,554)

 

                     (164,171)

 

 

 

 

Total Stockholders' Equity (Deficit)

                       (30,154)

 

                       (15,771)

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

 $                             -

 

 $                             -




FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

From

 

 

 

 

 

December 27,

 

 

 

 

 

1995

 

For the

For the

For the

For the

(Date of

 

three months

three months

six months

six months

inception)

 

ended

ended

ended

ended

to

 

Mar 31,

Mar 31,

Mar 31,

Mar 31,

Mar 31,

 

2010

2009

2010

2009

2010

 

 

 

 

 

 

Revenue:

 $                          -

 $                          -

 $                          -

 $                          -

 $                           -

 

 

 

 

 

 

Total Revenue

                             -

                             -

                             -

                             -

                             -

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

     Mineral exploration costs

                             -

                             -

                             -

                             -

                     30,700

     Write off of mineral claim

                             -

                             -

                             -

                             -

                     15,000

     General and administrative

                      7,900

                      9,715

                     14,383

                      9,715

                   132,854

Total Operating Expenses

                      7,900

                      9,715

                     14,383

                      9,715

                   178,554

 

 

 

 

 

 

NET LOSS

 $                   (7,900)

 $                   (9,715)

 $                 (14,383)

 $                   (9,715)

 $                (178,554)

 

 

 

 

 

 

Weighted Average Shares

 

 

 

 

 

   Common Stock Outstanding

                    24,868,000

               45,134,667

               24,868,000

               47,021,846

 

 

 

 

 

 

 

Net Loss Per  Share

 

 

 

 

 

   (Basic and Fully Dilutive)

 (0.00)

 (0.00)

 (0.00)

 (0.00)

 







FIRST CORPORATION

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

December 27,

 

 

 

1995

 

For the

For the

(Date of

 

six months

six months

inception)

 

ended

ended

to

 

Mar 31,

Mar 31,

Mar 31,

 

2010

2009

2010

Cash Flows Used in Operating Activities:

 

 

 

     Net Loss

 $         (14,383)

 $              (9,715)

 $                (178,554)

 

 

 

 

     Adjustments to reconcile net (loss)
            to net cash provided by
            operating activities:

 

 

 

     Accounts payable

              4,383

                        -

                     12,854

     Issuance of stock for services rendered

                     -

                        -

                     15,750

     Write off mineral claims

                     -

                        -

                     15,000

 

 

 

 

Net Cash Used in Operating Activities

            (10,000)

                (9,715)

                  (134,950)

 

 

 

 

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

             10,000

                 9,715

                     46,715

     Repayments to shareholder

                     -

                (2,415)

                    (29,415)

     Issuance of common stock for cash

                     -

                        -

                   132,650

Net Cash Provided by Financing Activities

             10,000

                 7,300

                   149,950

 

 

 

 

 Net Increase (Decrease) in Cash

                     -

                (2,415)

                             -

 

 

 

 

Cash at Beginning of Period

                     -

                 2,415

                             -

 

 

 

 

Cash at End of Period

 $                  -

 $                     -

 $                           -

 

 

 

 

Non-Cash Investing & Financing Activities

 

 

 

     Issuance of stock for services

 $                  -

 $                     -

 $                  15,750


 FIRST CORPORATION

(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010


NOTE 1 – BASIS OF PRESENTATION


The interim financial statements of First Corporation (the Company) for the six months ended March 31, 2010 and 2009 and for the period from date of inception on December 27, 1995 to March 31, 2010 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, 2010 and the results of its operations and cash flows for the three and six months ended March 31, 2010 and 2009 and for the period from the date of inception on December 27, 1995 to March 31, 2010.  The results of operations for the three and six months ended March 31, 2010 and 2009 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.



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.


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 $178,554 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.



NOTE 8 – SUBSEQUENT EVENTS


Management has evaluated subsequent events through June 14, 2010 which was the date that the financial statements were filed with the Securities and Exchange Commission









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 severely depleted cash reserves.


On May 18, 2008 we determined that due to market conditions and that potential financings were lost due to the uncertainties produced by the Company being designated a “shell corporation” and the proposed rule changes, that it was in the best interest of the corporation and the shareholders to not renew ownership of our mineral claims and proceed to look for further business opportunities.


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 will 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”).   Upon closing of the Exchange Agreement, Acquma will become a wholly-owned subsidiary of First Corporation.

The closing of the Exchange Agreement is subject to the satisfaction of customary closing conditions, as well as the following closing conditions, among others:

completion of audited financial statements of Acquma;

regulatory and shareholder approval to redomesticate the Company from Colorado to Nevada pursuant to a merger between First Corporation and a to-be-formed Nevada wholly-owned subsidiary in which First Corporation will merge with and into the subsidiary, and the subsidiary will be the surviving corporation; and

registration of the Acquisition Shares pursuant to a registration statement on Form S-4 filed with and declared effective by the Securities and Exchange Commission.


In the event the share exchange has not been closed by February 28, 2010, the Exchange Agreement shall be terminated unless otherwise agreed to by the parties.

Acquma has been established to procure share holdings in and to offer investment and management expertise to targeted technology companies and to firms offering unique services through the provision of their own technology.  Acquma currently has a single investment being the ownership of 10.996 million shares, representing 18.3% of the shares in issue of Tramigo Limited (“Tramigo”).  This share holding cannot be diluted by Tramigo, without the consent of Acquma. Tramigo sells and leases advanced telematic (GPS tracking combined with wireless communication) products to industrial and consumer markets. The products allow consumers to track the location and manage moveable assets through mobile phone technology. End users are notified when unexpected events such as a kidnapping, accident or break-in occur. Tramigo sells its products in more than 150 countries.

Effective October 16, 2009, Joel Breeze was appointed as a director and Chief Executive Officer of First Corporation.  


 PART II


OTHER INFORMATION


Item 1.    Legal Proceedings


None


Item 2.    Changes in Securities


None


Item 3.     Defaults Upon Senior Securities


Not Applicable


Item 5.  Other Events


None


Item 6.  Exhibits and Reports on Form 8K


Exhibit  31.1  Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.


Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.


Exhibit 32.2  Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act












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 June 14, 2010  


By:      /s/ _Sheryl Cousineau_, President,

                                                                                          Director, Chief Executive and Financial                                                                                             Officer