FIRST CORP /CN/ - FORM 10-K - January 13, 2011

Attached files

file	filename
EX-32 - FIRST CORP /CN/	v208028_ex32.htm
EX-31 - FIRST CORP /CN/	v208028_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the fiscal year ended September 30, 2010

¨ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from _____ to _____

Commission File Number: 000 52724

FIRST CORPORATION

(Name of small business issuer in its charter)

Colorado	90-0219158
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

254-Midlake Boulevard, Calgary, Alberta, Canada	T2X 2X7
(Address of principal executive offices)	(Zip Code)

(403) 461-7283

(Issuer’s Telephone Number

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 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 o

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 (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (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 x No ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. 5,760,040.

The number of shares of the issuer’s common stock issued and outstanding as of December 29, 2010 was 24,868,000.

Documents Incorporated By Reference: None

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS
ITEM 2.	PROPERTIES	3
ITEM 3.	LEGAL PROCEEDINGS	3
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	4
ITEM 6.	SELECTED FINANCIAL DATA	4
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	8
ITEM 9A.	CONTROLS AND PROCEDURES	8
ITEM 9B.	OTHER INFORMATION	8
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.	9
ITEM 11.	EXECUTIVE COMPENSATION	10
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	10
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	12
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	12
PART IV
ITEM 15.	EXHIBITS	13
	SIGNATURES	14

PART I

Certain statements contained in this Annual Report on Form 10-K constitute "forward-looking statements". These statements, identified by words such as “plan”, "anticipate", "believe", "estimate", "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-K. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

As used in this Annual Report, the terms "we", "us", "our", First Corp” and the “Company” mean First Corporation unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars unless otherwise indicated.

ITEM 1. BUSINESS.

First Corporation is a Colorado corporation and was formed to be in the business of mineral exploration. We purchased and re-staked two mineral claims units, each comprising 1,280 acres, located in the Red Lake mining District, in the Province of Ontario, Canada that we refer to as the “FirstCorp” claims. Following several unsuccessful attempts to obtain financing to execute the exploration program laid out by our independent consulting geologists, we determined to drop our mineral claims and seek another business opportunity.

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 Calgary, AB, Canada. Our principal business was the exploration of mineral claims for commercially viable deposits of precious and base metals.

On May 18, 2008, our board of directors voted unanimously to discontinue exploration of our mineral claims in the Red Lake district of northern Ontario, due to the difficulty in securing adequate financing.

Acquma Letter of Intent

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

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

Share Exchange Agreement

First Corporation, Acquma Holdings Limited (“Acquma”) and the shareholders of Acquma (the “Acquma Shareholders”) entered into a Share Exchange Agreement, dated as of October 16, 2009 (the “Exchange Agreement”). Pursuant to the terms of the Exchange Agreement, First Corporation is to acquire all of the issued and outstanding shares of Acquma from the Acquma Shareholders in exchange for an aggregate of 64,437,848 shares of First Corporation common stock (the “Acquisition Shares”). Upon closing of the Exchange Agreement, Acquma is to become a wholly-owned subsidiary of First Corporation. The Exchange Agreement expired by its own terms after the deadline for closing the transactions contemplated therein passed. The parties are presently negotiating a revised agreement which we expect will be on substantially similar terms.

ITEM 2. DESCRIPTION OF PROPERTY.

The mailing address of our business has been 254-16 Midlake Boulevard, Calgary, AB, Canada. Our prior president had arranged office space for us at no charge. As soon as our management decides on an appropriate location, we expect to change our principal place of business and to make the required disclosure thereof. We own no real estate holdings.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Our shares of common stock commenced being quoted on the OTC Bulletin Board under the symbol FSTC on April 9, 2008.

The high and low bid prices of our common stock during each of the last three quarters of fiscal 2010 are as follows:

	High		Low
Fiscal Year Ended September 30, 2010
Fourth Quarter	$	0.52	$	0.35
Third Quarter	$	0.53	$	0.30
Second Quarter	$	0.54	$	0.52

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The quarterly high and low bid prices of our common stock were provided by the Yahoo! Finance. We attempted unsuccessfully to obtain data for the first quarter of its fiscal 2010 and for 2009 from OTC Bulletin Board.

Holders of Common Stock

As of September 30, 2010, there were 26 registered shareholders of our common stock.

Dividends

We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. Colorado Revised Statutes (the “CRS”) provide certain limitations on our ability to declare dividends.

Recent Sales of Unregistered Securities

During the year ended September 30, 2010, we received advances from certain shareholders to cover legal and accounting fees and other expenses of SEC regulatory compliance to maintain our status on the OTCBB. These advances totaled $80,750. We have subsequently agreed with these parties to convert the advances into shares of our common stock at a price of $0.10 per share.

This conversion will be on a private basis and exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it is not in connection with a public offering. Each of the investors is accredited and sophisticated as to financial matters and the sales involved no general solicitation.

Transfer Agent

Our transfer agent and registrar is Holladay Stock Transfer, 2939 N 67 Place, Scottsdale, AZ 85251.

ITEM 6. SELECTED FINANCIAL DATA

Not required to be provided by smaller reporting companies.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Management's Discussion and Analysis or Plan of Operation and other sections of this Annual Report constitute "forward-looking statements". These statements, identified by words such as “plan”, "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

PLAN OF OPERATION

Management expects to re-execute the Share Exchange Agreement with Acquma following the filing of this report. It is our intention to file a registration statement on Form S-4 immediately. Detailed plans of future operations will be included in that form.

RESULTS OF OPERATIONS

For the period from inception on December 27, 1995 to September 30, 2010 we have had no revenues.

Net Loss

We incurred a net loss in the amount of approximately $250,000 for the period from inception to September 30, 2010. Our loss was attributable to the costs of operating expenses which consisted of professional fees paid in connection with preparing and filing our Registration Statement on Form SB-2 and the amendments thereto and subsequent filing of reports with the SEC. Some of these expenses were professional retainers against fees to be incurred in connection with our planned acquisition of Acquma.

Liquidity and Capital Resources

Working Capital

					Percentage
	At September 30, 2010		At September 30, 2009		Increase / (Decrease)
Current Assets	$	Nil	$	Nil		—
Current Liabilities		91,671		15,771		600	%

Cash Flows

	Year Ended September 30
	2010		2009
Cash Flows Used In Operating Activities	$	80,750	$	18,041
Cash Flows Used In Investing Activities		0		0
Cash Flows Provided By Financing Activities	$	80,750		7,300
Net Increase In Cash During Period		0	$	(2,415	)

Future Financings

As of September 30, 2010, we had no cash on hand. From our inception, we have used our common stock and loans from our shareholders, officers and directors to raise money for our operations and for our anticipated acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended September 30, 2010, that there is substantial doubt that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no 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 be charged to operations as incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, ”Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after September 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In December 2004, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on the accounting for transactions in which an entity obtains employees services in share-based payment transactions. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance on the Implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities. Because some of our expenses are in Canadian dollars, any exchange rate change affecting the value of the in Canadian dollar relative to the U.S. dollar could have an effect on our financial results as reported in U.S. dollars. If the in Canadian dollar were to depreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly reduced. If the in Canadian dollar were to appreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly increased.

ITEM 8. FINANCIAL STATEMENTS.

FIRST CORPORATION

(A Development Stage Company)

FINANCIAL STATEMENTS

For the year ended September 30, 2010

CONTENTS

	Page

Report of Independent Registered Public Accounting Firm	F2

Balance Sheets	F3

Statements of Operations	F4

Statement of Changes in Shareholders' Equity	F5

Statements of Cash Flows	F6

Notes to Financial Statements	F7-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of First Corporation (An Exploration Stage Company)

We have audited the accompanying balance sheets of First Corporation (An Exploration Stage Company) as of September 30, 2010, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended September 30, 2010 and for the period from the date of inception on December 27, 1995 to September 30, 2010. First Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Corporation (An Exploration Stage Company) as of September 30, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2010 and for the period from the date of inception on December 27, 1995 to September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has incurred a net operating loss of $240,071 since inception and has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its planned activity. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

s/ Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

January 12, 2011

F-2

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	September 30,			September 30,
	2010			2009
ASSETS

Current Assets:
Cash	$	-		$	-
Total current assets		-			-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable		3,621			8,471
Due to Shareholder		88,050			7,300
Total Current Liabilities		91,671			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 September 30, 2010
and September 30, 2009		24,868			24,868
Additional paid in capital		123,532			123,532
Accumulated deficit during exploration stage		(240,071	)		(164,171	)

Total Stockholders' Equity (Deficit)		(91,671	)		(15,771	)

Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	-

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

F-3

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

							From
							December 27,
							1995
	For the			For the			(Date of
	year			year			inception)
	ended			ended			to
	Sep 30,			Sep 30,			Sep 30,
	2010			2009			2010

Revenue:	$	-		$	-		$	-

Total Revenue		-			-			-

Operating Expenses:
Mineral exploration costs		-			-			30,700
Write off of mineral claim		-			-			15,000
General and administrative		75,900			18,041			204,371
Total Operating Expenses		75,900			18,041			250,071

NET LOSS	$	(75,900	)	$	(18,041	)	$	(250,071	)

Weighted Average Shares
Common Stock Outstanding		24,868,000			35,914,575

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

The accompanying notes are an integral part of these financial statements

F-4

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF SOCKHOLDERS' EQUITY (DEFICIT)

	Preferred Stock				Common Stock
	10,000,000 shares				500,000,000 shares									(Deficit)
	authorized				authorized									accumulated
			Par Value					Par Value			Additional			during the
	Shares		$.001 per		Shares			$.001 per			Paid-In			exploration
	Issued		share		Issued			share			Capital			stage			Total

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

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

F-5

FIRST CORPORATION

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

							From
							December 27,
							1995
	For the			For the			(Date of
	year			year			inception)
	ended			ended			to
	Sep 30,			Sep 30,			Sep 30,
	2010			2009			2010
Cash Flows Used in Operating Activities:
Net Loss	$	(75,900	)	$	(18,041	)	$	(240,071	)

Adjustments to reconcile net (loss) to net cash provided by operating activites:
Accounts payable		(4,850	)		8,326			3,621
Issuance of stock for services rendered		-			-			15,750
Write off mineral claims		-			-			15,000

Net Cash Used in Operating Activities		(80,750	)		(9,715	)		(205,700	)

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		80,750			9,715			117,465
Repayments to shareholder		-			(2,415	)		(29,415	)
Issuance of common stock for cash		-			-			132,650
Net Cash Provided by Financing Activities		80,750			7,300			220,700

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

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

F-6

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 1 – 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 2 – 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 year 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.

F-7

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

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 expanse 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.

F-8

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 3 – 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 4 – 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. On March 20, 2009, the Company effected a stock dividend of three shares of common stock for every one share of common stock held at the record date of March 23, 2009. 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 $.025 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 in exchange for cash. The shares were valued at $.0375 per share for an aggregate of $106,050.

F-9

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

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 of the Company 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 5 – 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 $27,000 to the shareholder. At September 30, 2008, there were no outstanding shareholder loans.

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 September 30, 2010 and 2009 was $7,300.

During the year ended September 30, 2010 two shareholders advanced the sum of $ 80,750 to the Company to assist the Company with working capital needs. These advances do not carry a stated interest rate and do not have a maturity date and are payable to the shareholder upon demand.

F-10

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

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 $240,071 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations form 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 – 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 January 12, 2011, the date of issuance of these financial statements, the Company had not closed on this agreement

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events from the fiscal year end of September 30, 2010 to January 12, 2011 which is the date the financial statements were issued.

F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, 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 (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are, as of the date covered by this Annual Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles as of September 30, 2010.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. This management report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our internal controls over financial reporting that occurred during the quarter and materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT; CORPORATE GOVERNANCE.

Name	Age	Position

Andrew Clarke	35	Chief Executive Officer and Director

Sheryl Cousineau*	32	Director and Secretary/ Treasurer from December 2003 to December 2010; President from July 2009 to December 2010

Joel Breeze*	47	Chief Executive Officer and Director from October 2009 to December 2010

*Sheryl Cousineau and Joel Breeze both resigned from their positions with First Corporation subsequent to September 30, 2010.

The following describes the business experience of Andrew Clarke, our remaining director and executive officer:

Mr. Clarke, who has served as our CEO and director since December 2010, has business and management experience which the board believes suit him for steering the company through its pending acquisition. Since September 17, 2007, Mr. Clarke has served as Regional Sales Director of Foster Refrigerator where he is responsible for management of the UK Southern Region Sales Force supplying refrigeration equipment to a wide range of corporate customers in both the private and public sectors, including preparation of budgets, management of sales force to achieve targets and monthly reporting to its US based parent company. During 2010, Mr. Clarke has also served as a Consultant for Caruso (UK) Ltd - providing support to the Chief Executive Officer in the management of various private equity and small cap investments, liaising with management and agreeing investment strategies with the CEO. It is through such an arrangement that Mr. Clarke provides services to First Corporation as its CEO. From January 2005 to 2007, Mr. Clarke was a Corporate Entertainment Executive - Design Hospitality - Organizing and coordinating Corporate Entertainment events at major sporting events including Grand Prix, Test Match cricket, UK and US boxing promotions and Champions League soccer.

Committees of the Board of Directors

Our Board of Directors does not maintain a separately-designated standing audit committee. As a result, our entire Board of Directors acts as our audit committee. Our Board of Directors has determined that we do not presently have a director who meets the definition of an “audit committee financial expert.” We believe that the cost related to appointing a financial expert to our Board of Directors at this time is prohibitive. Our Board of Directors presently do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

Compliance with Section 16(A) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than ten percent of our equity securities (collectively, the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, there were no Reporting Persons who failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

ITEM 11. EXECUTIVE COMPENSATION.

No compensation has been paid to, awarded to, or earned by any of our executive officers or directors during the past three fiscal years.

Employment Contracts

Effective December 9, 2010, First Corporation entered into a Contract for Service, among the company, Caruso (UK) Limited and Mr. Andrew J. Clarke, the form of which is filed as an exhibit hereto. Pursuant to the agreement, Mr. Clarke is to receive 5,000 British pounds (approximately US$8,000) per annum for his services to First Corporation as its CEO plus reimbursement of our-of-pocket expenses incurred on the company's behalf.

Stock Option Grants

We did not grant any stock options to the executive officers or directors during our most recently completed fiscal year ended September 30, 2010, and we have not granted any stock options since our inception.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table provides the names and addresses of each person known to us to beneficially own more than 5% of our outstanding common stock as of December 22, 2010. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class

Common Stock	DeMatco Group Corp. (1) 11 Cours de Rive Geneva 1204 Switzerland		6,050,000	(1)		24.33

Common Stock	Paul Gravatt Maranello, Watch House Green Felstead, Essex, CM6 3EF England		2,000,000			8.04

Common Stock	Mount Elba Ltd.(2) c/o Miller Simons O’Sullivan PO Box 260 Beatrice Butterfield Building Providenciales Turks and Caicos Islands		3,850,000			15.48

(1)

DeMatco Group Corp is a subsidiary of DeMatco Inc. which is approximately 30% beneficially owned by Terrence Ramsden and approximately 20% beneficially owned by Robert Stevens. Lindsay Smith is a director of Dematco and could therefore be deemed a beneficial owner of shares held by DeMatco Group Corp for reporting purposes only. Mr. Smith is also a principal of Private Trading Systems Corp which holds 1,100,000 shares of First Corporation which shares, when aggregated with shares of DeMatco Group Corp strictly for reporting purposes, would exceed 5% of the issued and outstanding shares of common stock of First Corp. Similarly, Juerg Walker also beneficially holds in excess of 5% of the issued and outstanding shares of common stock of DeMatco Inc. which, when aggregated for reporting purposes with 1,200,000 of First Corporation held by him would exceed 5% of the issued and outstanding shares of First Corporation.

(2)

Mount Elba Ltd. is beneficially owned by Neil Coles.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Annual Report. As of September 30, 2008, we had 12,217,000 shares of common stock issued and outstanding.

Security Ownership of Management

None.

Changes in Control

See discussion of Share Exchange Agreement with Acquma contained elsewhere in this Annual Report on Form 10-K.

Securities Authorized for Issuance under Equity Compensation Plans

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as disclosed below, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·	Any of our directors or officers;

·	Any person proposed as a nominee for election as a director;

·	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

·	Any of our promoters; and

·	Any relative or spouse of any of the foregoing persons who has the same house as such person.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed fiscal years ended September 30, 2010 and September 30, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended September 30, 2009		Year Ended September 30, 2010
Audit Fees	$	6,050		12,000
Audit Related Fees		4,000		0
Tax Fees		-		-
All Other Fees		-		-
Total	$	10,050	$	12,000

ITEM 15. EXHIBITS.

Exhibit
Number		Description of Exhibits

3.1		Articles of Incorporation*

3.2		Bylaws*

10.1		Acquisition Agreement *

10.2		Amending Agreement*

31 Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2

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 CORPORATION

Dated: January 12, 2011

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

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

Name	Position	Signature

Andrew Clarke	CEO and Director	/s/ Andrew Clarke
	(Principal Accounting and
	Financial Officer)

Attached files

FIRST CORP /CN/ Reports

Also read