Attached files
| file | filename |
|---|---|
| EX-31 - EXHIBIT 31 - FIRST CORP /CN/ | v231890_ex31.htm |
| EX-32 - EXHIBIT 32 - FIRST CORP /CN/ | v231890_ex32.htm |
| EXCEL - IDEA: XBRL DOCUMENT - FIRST CORP /CN/ | Financial_Report.xls |
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 June 30, 2011
¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
EXCHANGE ACT
Commission File Number 0 - 52724
|
FIRST CORPORATION
|
|
(Exact name of small business issuer as specified in its charter)
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Colorado
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90-0219158
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|
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(State or other jurisdiction of
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(I.R.S. Employer
|
|
|
incorporation or organization)
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Identification Number)
|
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Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom
Address of Principal Executive Office (Street and Number)
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(403) 461-7283
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(Issuer’s telephone number)
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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.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes x No ¨
State the number of shares outstanding of each of the Issuer's Common equity as of June 30, 2011: 25,885,250 shares.
________________________________________
FIRST CORPORATION
INTERIM FINANCIAL STATEMENTS
June 30, 2011
(Unaudited)
________________________________________
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
|
June 30,
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September 30,
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|||||||
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2011
|
2010
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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Current Assets:
|
||||||||
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Cash
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$ | - | $ | - | ||||
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Cash held in escrow
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$ | 100,228 | $ | - | ||||
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Total current assets
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100,228 | - | ||||||
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Total Assets
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$ | 100,228 | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
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Current Liabilities:
|
||||||||
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Accounts payable
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25,829 | 3,621 | ||||||
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Accrued interest
|
4,993 | |||||||
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Due to Shareholder
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67,420 | 88,050 | ||||||
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Convertible notes payable, net of debt discount of $138,195
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111,085 | - | ||||||
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Total Current Liabilities
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209,327 | 91,671 | ||||||
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Stockholders' Equity (Deficit):
|
||||||||
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Preferred stock, $.001 par value; authorized 10,000,000, none issued
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- | - | ||||||
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Common stock, $.001 par value; 500,000,000 shares authorized 25,885,250 shares issued and outstanding at June 30, 2011 and 24,868,000 shares issued and outstanding at September 30, 2010
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25,885 | 24,868 | ||||||
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Additional paid in capital
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403,406 | 123,532 | ||||||
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Accumulated deficit during exploration stage
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(538,390 | ) | (240,071 | ) | ||||
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Total Stockholders' Equity (Deficit)
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(109,099 | ) | (91,671 | ) | ||||
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Total Liabilities and Stockholders' Equity (Deficit)
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$ | 100,228 | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
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From
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||||||||||||||||||||
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December 27,
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||||||||||||||||||||
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For the
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For the
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For the
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For the
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1995
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||||||||||||||||
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three
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three
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nine
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nine
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(Date of
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||||||||||||||||
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months
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months
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months
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months
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inception)
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||||||||||||||||
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ended
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ended
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ended
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ended
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to
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||||||||||||||||
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Jun 30,
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Jun 30,
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Jun 30,
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Jun 30,
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Jun 30,
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||||||||||||||||
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2011
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2010
|
2011
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2010
|
2011
|
||||||||||||||||
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Revenue:
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Total Revenue
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- | - | - | - | - | |||||||||||||||
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Operating Expenses:
|
||||||||||||||||||||
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Mineral exploration costs
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- | - | - | - | 30,700 | |||||||||||||||
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Write off of mineral claim
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- | - | - | - | 15,000 | |||||||||||||||
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General and administrative
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175,788 | 3,912 | 253,075 | 27,050 | 448,166 | |||||||||||||||
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Total Operating Expenses
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175,788 | 3,912 | 253,075 | 27,050 | 493,866 | |||||||||||||||
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Other Expenses:
|
||||||||||||||||||||
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Interest expense
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45,244 | - | 45,244 | - | 45,244 | |||||||||||||||
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NET LOSS
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$ | (221,032 | ) | $ | (3,912 | ) | $ | (298,319 | ) | $ | (27,050 | ) | $ | (538,390 | ) | |||||
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Weighted Average Shares
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||||||||||||||||||||
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Common Stock Outstanding
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25,885,250 | 24,868,000 | 25,266,702 | 24,868,000 | ||||||||||||||||
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Net Loss Per Share
|
||||||||||||||||||||
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(Basic and Fully Dilutive)
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(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
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From
|
||||||||||||
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December 27,
|
||||||||||||
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For the
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For the
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1995
|
||||||||||
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nine
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nine
|
(Date of
|
||||||||||
|
months
|
months
|
inception)
|
||||||||||
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ended
|
ended
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to
|
||||||||||
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Jun 30,
|
Jun 30,
|
Jun 30,
|
||||||||||
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2011
|
2010
|
2011
|
||||||||||
|
Cash Flows Used in Operating Activities:
|
||||||||||||
|
Net Loss
|
$ | (298,319 | ) | $ | (27,050 | ) | $ | (538,390 | ) | |||
|
Adjustments to reconcile net (loss) to net cash provided by operating activites:
|
||||||||||||
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Accounts payable
|
22,208 | (3,700 | ) | 25,829 | ||||||||
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Accrued interest payable
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4,993 | 4,993 | ||||||||||
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Amortization of debt discount
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40,251 | 40,251 | ||||||||||
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Issuance of stock for services rendered
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- | - | 15,750 | |||||||||
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Write off mineral claims
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- | - | 15,000 | |||||||||
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Net Cash Used in Operating Activities
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(230,867 | ) | (30,750 | ) | (436,567 | ) | ||||||
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Investing Activities:
|
||||||||||||
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Acquisition of mineral claims
|
- | - | (15,000 | ) | ||||||||
| - | - | (15,000 | ) | |||||||||
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Financing Activities:
|
||||||||||||
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Proceeds from convertible promissory notes
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250,000 | - | 250,000 | |||||||||
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Proceeds from note payable to related party
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- | - | 15,000 | |||||||||
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Repayment of note payable to related party
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- | - | (15,000 | ) | ||||||||
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Advances from shareholder
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91,095 | 30,750 | 208,560 | |||||||||
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Repayments to shareholder
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(10,000 | ) | - | (39,415 | ) | |||||||
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Issuance of common stock for cash
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- | - | 132,650 | |||||||||
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Net Cash Provided by Financing Activities
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331,095 | 30,750 | 551,795 | |||||||||
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Net Increase (Decrease) in Cash
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100,228 | - | 100,228 | |||||||||
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Cash at Beginning of Period
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- | - | - | |||||||||
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Cash at End of Period
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$ | 100,228 | $ | - | $ | 100,228 | ||||||
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Non-Cash Investing & Financing Activities
|
||||||||||||
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Issuance of stock for services
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$ | - | $ | - | $ | 15,750 | ||||||
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Issuance of stock for shareholder advances
|
$ | 101,725 | $ | - | $ | 101,725 | ||||||
The accompanying notes are an integral part of these financial statements.
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(unaudited)
|
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||
|
10,000,000 shares
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500,000,000 shares
|
(Deficit)
|
||||||||||||||||||||||||||
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authorized
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authorized
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accumulated
|
||||||||||||||||||||||||||
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Par Value
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Par Value
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Additional
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during the
|
|||||||||||||||||||||||||
|
Shares
|
$.001 per
|
Shares
|
$.001 per
|
Paid-In
|
exploration
|
|||||||||||||||||||||||
|
Issued
|
share
|
Issued
|
share
|
Capital
|
stage
|
Total
|
||||||||||||||||||||||
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BALANCE- December 27, 1995 (inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
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Issuance of common stock in exchange for services
|
- | - | 15,000,000 | 15,000 | (14,250 | ) | - | 750 | ||||||||||||||||||||
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Net loss
|
- | - | - | - | - | (750 | ) | (750 | ) | |||||||||||||||||||
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BALANCE- September 30, 1996
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- | - | 15,000,000 | 15,000 | (14,250 | ) | (750 | ) | - | |||||||||||||||||||
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Net loss
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- | - | - | - | - | - | - | |||||||||||||||||||||
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BALANCE- September 30, 1997
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- | - | 15,000,000 | 15,000 | (14,250 | ) | (750 | ) | - | |||||||||||||||||||
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Net loss
|
- | - | - | - | - | - | - | |||||||||||||||||||||
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BALANCE- September 30, 1998
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- | - | 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 | ) | |||||||||||||||||||
|
Issuance of common stock - Mar 15/11 @$.10 per share
|
199,750 | 200 | 19,775 | 19,975 | ||||||||||||||||||||||||
|
Issuance of common stock - Mar 15/11 @$.10 per share
|
817,500 | 817 | 80,933 | 81,750 | ||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (240,575 | ) | (240,575 | ) | |||||||||||||||||||
|
BALANCE- Jun 30, 2011
|
- | - | 25,885,250 | 25,885 | 224,240 | (480,646 | ) | (230,521 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
SCHEDULE OF WEIGHTED AVERAGE SHARES OUTSTANDING
(unaudited)
|
Preferred Stock
|
Common Stock
|
Weighted
|
||||||||||||||||||||||||
|
10,000,000 shares authorized
|
500,000,000 shares authorized
|
Average
|
||||||||||||||||||||||||
|
Shares
|
Par Value
|
Share
|
Number of
|
Number of
|
days times
|
|||||||||||||||||||||
|
Date
|
Issued
|
$.001 per share
|
Issued
|
shares held
|
days held
|
shares
|
||||||||||||||||||||
|
BALANCE- December 27, 1995 (inception)
|
27-Dec-95
|
|||||||||||||||||||||||||
|
Issuance of common stock in exchange for services
|
27-Dec-95
|
- | - | 15,000,000 | 15,000,000 | 278 | 4,170,000,000 | |||||||||||||||||||
|
Total for the period
|
30-Sep-96
|
278 | 4,170,000,000 | 15,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-96
|
15,000,000 | 365 | 5,475,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-97
|
365 | 5,475,000,000 | 15,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-97
|
15,000,000 | 365 | 5,475,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-98
|
365 | 5,475,000,000 | 15,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-98
|
15,000,000 | 212 | 3,180,000,000 | ||||||||||||||||||||||
|
Issuance of common stock for cash at $.002 per share
|
30-Apr-99
|
6,000,000 | 21,000,000 | 153 | 3,213,000,000 | |||||||||||||||||||||
|
Total for the year
|
30-Sep-99
|
365 | 6,393,000,000 | 17,515,068 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-99
|
21,000,000 | 366 | 7,686,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-00
|
366 | 7,686,000,000 | 21,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-00
|
21,000,000 | 365 | 7,665,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-01
|
365 | 7,665,000,000 | 21,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-01
|
21,000,000 | 365 | 7,665,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-02
|
365 | 7,665,000,000 | 21,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-02
|
21,000,000 | 365 | 7,665,000,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-03
|
365 | 7,665,000,000 | 21,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-03
|
21,000,000 | 366 | 7,686,000,000 | ||||||||||||||||||||||
|
Issuance of common stock for cash at $.50 per share
|
30-Sep-04
|
880,000 | 21,880,000 | - | - | |||||||||||||||||||||
|
Total for the year
|
30-Sep-04
|
366 | 7,686,000,000 | 21,000,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-04
|
21,880,000 | 31 | 678,280,000 | ||||||||||||||||||||||
|
Issuance of common stock for services rendered
|
31-Oct-04
|
- | - | 50,000,000 | 71,880,000 | 61 | 4,384,680,000 | |||||||||||||||||||
|
Issuance of common stock for cash at $.25 per share
|
31-Dec-04
|
- | - | 160,000 | 72,040,000 | 273 | 19,666,920,000 | |||||||||||||||||||
|
Cancellation of shares
|
30-Sep-05
|
- | - | (26,000,000 | ) | 46,040,000 | - | - | ||||||||||||||||||
|
Total for the year
|
30-Sep-05
|
365 | 24,729,880,000 | 67,753,096 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-05
|
46,040,000 | 365 | 16,804,600,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-06
|
365 | 16,804,600,000 | 46,040,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-06
|
46,040,000 | 365 | 16,804,600,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-99
|
730 | 33,609,200,000 | 46,040,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-99
|
- | 2,922 | - | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-07
|
4,017 | 50,413,800,000 | 12,550,112 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-07
|
46,040,000 | 45 | 2,071,800,000 | ||||||||||||||||||||||
|
Issuance of common stock for cash at $.15 per share
|
14-Nov-07
|
- | - | 2,828,000 | 48,868,000 | 321 | 15,686,628,000 | |||||||||||||||||||
|
Total for the year
|
30-Sep-08
|
366 | 17,758,428,000 | 48,520,295 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-08
|
48,868,000 | 168 | 8,209,824,000 | ||||||||||||||||||||||
|
Cancellation of shares - President
|
17-Mar-09
|
(19,200,000 | ) | 29,668,000 | - | - | ||||||||||||||||||||
|
Cancellation of shares - Secretary/Treasurer
|
17-Mar-09
|
(4,800,000 | ) | 24,868,000 | 197 | 4,898,996,000 | ||||||||||||||||||||
|
Stock dividend - 3:1
|
23-Mar-09
|
Retroactively adjusted
|
||||||||||||||||||||||||
|
Total for the year
|
30-Sep-09
|
365 | 13,108,820,000 | 35,914,575 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-09
|
24,868,000 | 365 | 9,076,820,000 | ||||||||||||||||||||||
|
Total for the year
|
30-Sep-10
|
365 | 9,076,820,000 | 24,868,000 | ||||||||||||||||||||||
|
Balance forward
|
30-Sep-10
|
24,868,000 | 166 | 4,128,088,000 | ||||||||||||||||||||||
|
Issuance of common stock for cash at $.10 per share
|
15-Mar-11
|
199,750 | 25,067,750 | - | - | |||||||||||||||||||||
|
Issuance of common stock for cash at $.10 per share
|
15-Mar-11
|
817,500 | 25,885,250 | 107 | 2,769,721,750 | |||||||||||||||||||||
|
Total for the period
|
30-Jun-11
|
273 | 6,897,809,750 | 25,266,702 | ||||||||||||||||||||||
|
INCEPTION TO DATE:
|
||||||||||||||||||||||||||
|
Total for the period
|
30-Sep-96
|
278 | 4,170,000,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-97
|
365 | 1,368,750,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-98
|
365 | 1,368,750,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-99
|
365 | 1,598,250,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-00
|
366 | 1,921,500,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-01
|
365 | 1,916,250,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-02
|
365 | 1,916,250,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-03
|
365 | 1,916,250,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-04
|
366 | 1,921,500,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-05
|
365 | 6,182,470,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-06
|
365 | 4,201,150,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-07
|
365 | 4,201,150,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-08
|
366 | 4,439,607,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-09
|
365 | 13,108,820,000 | |||||||||||||||||||||||
|
Total for the year
|
30-Sep-10
|
365 | 9,076,820,000 | |||||||||||||||||||||||
|
Total for the period
|
30-Jun-11
|
166 | 6,897,809,750 | |||||||||||||||||||||||
| 5,557 | 66,205,326,750 | 11,913,861 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The interim financial statements of First Corporation (the Company) for the three and nine months ended June 30, 2011 and 2010 and for the period from date of inception on December 27, 1995 to June 30, 2011 are not audited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all of the disclosures required to be in conformity with accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of June 30, 2011 and the results of its operations and cash flows for the three and nine months ended June 30, 2011 and 2010 and for the period from the date of inception on December 27, 1995 to June 30, 2011. The results of operations for the three and nine months ended June 30, 2011 and 2010 are not necessarily indicative of the results for a full year period.
NOTE 2 – NATURE AND PURPOSE OF BUSINESS
First Corporation (the “Company”) was incorporated under the laws of the State of Colorado on December 27, 1995. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit.
NOTE 3 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the period the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES:
The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.
NOTE 4 – MINERAL CLAIMS
The Company has entered into an option agreement, dated October 14, 2004 to acquire a 100% interest in a total of two mineral claims located in the Red Lake Mining District in Ontario, Canada.
The property was acquired for $15,000 in cash. These costs have been expensed as exploration costs during the year ended September 30, 2005.
NOTE 5 – COMMON STOCK
On October 10, 2004 the Company effected a two for one stock split for all outstanding shares of stock at that date. On September 5, 2005 the Company effected a five for two stock split for all outstanding shares of stock at that date. These stock splits have been retroactively reported in the shareholders equity as if the stock splits occurred at inception.
In December, 1995 the Company issued 15.000,000 shares of its common stock to a shareholder in exchange for services. The shares were valued at $.00004 per share for an aggregate of $600.
In April, 1999 the Company issued 4,500,000 shares of common stock in exchange for cash. The shares were valued at $.000013 per share for an aggregate of $600.
In September, 2004 the Company issued 880,000 shares of common stock in exchange for cash. The shares were valued at $.1025 per share for an aggregate of $22,000.
In October, 2004 the Company issued 50,000,000 shares in exchange for services rendered. The shares were valued at $.0003 per share for an aggregate of $15,000.
In December, 2004 the Company issued 160,000 shares in exchange for cash. The shares were valued at $ .025 per share for an aggregate of $4,000.
In September, 2005 two shareholders/officers cancelled 26,000,000 shares of stock that had previously been issued for services rendered.
In December, 2007 the Company issued 2,828,000 shares in exchange for cash. The shares were valued at $ .0375 per share for an aggregate of $106,050.
In August of 2008, the Board of Directors passed a resolution to amend and restate the Company’s articles of incorporation. The amended articles of incorporation increase the number of authorized shares of common stock to 500,000,000 with a par value of $.001 per share. The number of authorized shares of preferred stock remains at 10,000,000 shares.
In March of 2009, two shareholders/officers of the Company cancelled 24,000,000 shares of common stock that had previously been issued for services rendered.
Also, in March of 2009, the Company declared a stock dividend of three shares for every share of common stock held at the record date of March 23, 2009. Immediately after the stock dividend, the Company had 24,868,000 shares of common stock issued and outstanding.
In March of 2011, the Company issued 1,017,250 shares of common stock valued at $ .10 per share for repayment of advances made by shareholders to the Company in the amount of $ 101,725.
NOTE 6 – RELATED PARTY TRANSACTIONS
In June of 2004 an entity related by common control advanced $15,000 in cash to the Company. The balance was repaid in September of 2004.
In May of 2005 a shareholder of the Company advanced $6,500 to the Company for the payment of certain exploration casts. The advance bears no interest rate and is payable upon demand.
In October of 2004 the Company issued 50,000,000 shares to the Company’s president for services rendered. Also, in October of 2004 the Company acquired mineral claims from this same individual by paying cash in the amount of $15,000. This transaction is also described in Note 3 to the financial statements.
During the year ended September 30, 2005, a shareholder advanced the Company $6,500 to assist the Company with working capital. During the year ended September 30, 2007, this shareholder advanced an additional $20,500 to the Company. These advances do not carry an interest rate, do not have a maturity date and are payable to the shareholder upon demand.
During the year ended September 30, 2008, the Company repaid the advances to the shareholder and at September 30, 2008 there were no outstanding loans to shareholders.
In December of 2008 this same shareholder advanced $ 9,715 to the Company to assist with working capital needs. The Company repaid $2,415 of this advance in December of 2008. The balance due to the shareholder at December 31, 2009 totaled $ 7,300.
In January of 2010, the same shareholder advanced $10,000 to the Company to assist with working capital needs.
During October through December of 2010, the same shareholder advanced an aggregate of $31,225 to cover working capital needs and the Company repaid $10,000 of those advances back to the shareholder.
In November 2010, another shareholder advanced an additional $19,750 to assist with working capital needs.
During the three months ended March 31, 2011, two shareholders advanced an additional $ 40,120 to the Company to assist with working capital needs. In March of 2011, the Company issued 1,017,250 shares of common stock valued at $ .10 per share to repay a portion of the amounts advanced by these shareholders in the amount of $ 101,725.
During the three months ended June 30, 2011, the Company paid $ 35,000 to a shareholder of the Company for services rendered to the Company. In the opinion of management, these payments were made at fair value and as part of the normal course of business operations of the Company.
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
538,390 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 – 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 538,390 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 8 – 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 9 – 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 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 June 30, 2011, the Company has accrued interest payable on the face amount of the note in the amount of $ 4,993. The Company has also recognized $ 40,251 as interest expense during the quarter ended June 30, 2011 from the amortization of the debt discount.
NOTE 10 – LETTER OF INTENT
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 the 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 August 15, 2011, the Company had not acquired the equity interest in Gecko.
Item 2.
Management’s Discussion and Plan of Operation
Our registration statement on Form SB-2 was declared effective on July 8, 2007 and we sold slightly more than the minimum offering amount 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 First Corporation and legal, accounting and filing expenses depleted cash raised in the offering.
On May 18, 2008, our board of directors voted unanimously to discontinue our then plan of operation which included exploration of our mineral claims in the Red Lake district of northern Ontario and to seek another business opportunity.
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.
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 was to acquire all of the issued and outstanding shares of Acquma from the Acquma Shareholders in exchange for an aggregate of 64,437,848 shares of First Corporation common stock (the “Acquisition Shares”). The Exchange Agreement called for Acquma to become a wholly-owned subsidiary of First Corporation. The Exchange Agreement expired by its own terms after the deadline for closing the transactions contemplated therein passed.
The parties had been negotiating a revised agreement on similar terms. However, as of June 30, 2011, they had not reached such an agreement and management has deemed it best to explore other possibilities including a direct investment in Tramigo or its affiliate, Gecko Landmarks Ltd.
We entered into a Letter of Intent, effective May 25, 2011, with Gecko Landmarks Ltd., also a Finnish company and an affiliate of Tramigo Oy. This Letter of Intent provides for First Corporation to purchase an initial 10% stake in Gecko subject to completion of due diligence, required shareholder approval and regulatory compliance, all in accordance with a definitive 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.
On April 8, 2011, First Corporation entered into a Securities Purchase Agreement with Investa Securities Limited pursuant to which Investa has agreed to purchase, and the company has agreed to sell to Investa, unsecured 8% Convertible Notes in the aggregate original principal amount of up to $2,000,000 with an initial minimum investment of $250,000 to occur within 14 days of the date of the agreement. First Corporation may require additional note purchases on 14 days’ notice if the average closing share price exceeds $0.80 for ten days preceding such notice. The notes are to be convertible at a price of $0.60 per share on ten days’ notice at the investor’s option or at the option of First Corporation if the average closing share price for ten trading days preceding such notice exceeds $1.00. A copy of the agreement, together with the form of note was attached as an exhibit to our Current Report on Form 8-K filed on April 11, 2011.
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 June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 8, 2011, First Corporation entered into a Securities Purchase Agreement with Investa Securities Limited pursuant to which Investa has agreed to purchase, and the company has agreed to sell to Investa, unsecured 8% Convertible Notes in the aggregate original principal amount of up to $2,000,000 with an initial minimum investment of $250,000 to occur within 14 days of the date of the agreement. First Corporation may require additional note purchases on 14 days’ notice if the average closing share price exceeds $0.80 for ten days preceding such notice. The notes are to be convertible at a price of $0.60 per share on ten days’ notice at the investor’s option or at the option of First Corporation if the average closing share price for ten trading days preceding such notice exceeds $1.00. A copy of the agreement, together with the form of Convertible Note was attached as an exhibit to our Current Report on Form 8-K filed on April 11, 2011. Convertible Notes under the Securities Purchase Agreement are issued pursuant to 4(2) of the Securities Act of 1933, as amended, as they are not being issued in connection with any public offering.
The initial $250,000 investment occurred on April 11, 2011. Through June 30, we have used proceeds of this initial investment for the following purposes:
|
Consulting fees and reimbursement of expenses in connection with the Gecko acquisition, of which $20,000 was paid to a significant shareholder of First Corporation
|
54,000
|
|
Finder’s fee to significant shareholder of First Corporation for arrangement of funding
|
15,000
|
|
Payment of fee to former director (in settlement of director fees claimed)
|
12,000
|
|
Due Diligence fee paid to Private Trading Systems Ltd. for its due diligence investigation of Gecko Landmarks Ltd.’s technology
|
25,000
|
|
Payment to Performance Capital as a retainer fee for consulting services in connection with the Gecko transaction
|
50,000
|
|
Legal and accounting fees and other compliance costs
|
6,627
|
|
TOTAL
|
162,627
|
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits.
|
Exhibit 10.1
|
Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 11, 2011).
|
|
|
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: August 15, 2011
|
|||
|
By:
|
/s/
|
Andrew Clarke
|
|
|
Andrew Clarke,
|
|||
|
Director, Chief Executive and Financial
|
|||
|
Officer
|
|||