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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, 2011

¨ 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
 
(I.R.S. Employer Identification No.)
organization)
   

Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom
(Address of principal executive offices)

(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 ¨  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 ¨  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 ¨
 
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 ¨  No ¨
 
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 ¨
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes 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 completed second fiscal quarter. 5,267,100.

The number of shares of the issuer’s common stock issued and outstanding as of December 29, 2011 was 25,885,250.

Documents Incorporated By Reference: None 

 
 

 

PART I
     
ITEM 1.
 
BUSINESS
3
ITEM 1A.
 
RISK FACTORS
 
ITEM 2.
 
PROPERTIES
4
ITEM 3.
 
LEGAL PROCEEDINGS
4
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
5
ITEM 6.
 
SELECTED FINANCIAL DATA
5
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
 
 
2

 

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.

Corporate Background

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

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 (“Acquma”)  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. Acquma  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 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”).   Upon closing of the Exchange Agreement, Acquma was 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.
 
3

 


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 2.           ESCRIPTION OF PROPERTY.

The mailing address of our business has been Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom.   We own no real estate holdings.

ITEM 3.           LEGAL PROCEEDINGS.
None.
 
ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
None.
 
 
4

 
 
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 four quarters of fiscal 2011 are as follows:
 
   
 
High
   
Low
 
Fiscal Year Ended September 30, 2010  
           
Fourth Quarter  
  $ 0.87     $ 0.30  
Third Quarter  
  $ 1.09     $ 0.35  
Second Quarter  
  $ 0.95     $ 0.18  
First Quarter
  $ 0.75     $ 0.20  

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 obtained from Yahoo! Finance.

Holders of Common Stock

As of September 30, 2011, 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 years ended September 30, 2011 and 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 $107,250.  We subsequently agreed with these parties to convert the advances into shares of our common stock at a price of $0.51 per share.

This conversion was 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.           ELECTED FINANCIAL DATA
 
Not required to be provided by smaller reporting companies.
 
5

 
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

First Corporation’s current plan of operation is to finalize its transaction with Gecko Holdings Ltd.

RESULTS OF OPERATIONS

For the period from inception on December 27, 1995 to September 30, 2011 we have had no revenues.

Net Loss

We incurred a net loss in the amount of approximately $826,000 for the year ended September 30, 2011. Our loss was attributable to the costs of operating expenses which consisted of professional fees paid in connection with preparing and filing our reports in compliance with SEC filing requirements. We also paid professional retainers against fees to be incurred in connection with our previously planned acquisition of Acquma as well as our planned acquisition of a stake in Gecko.  We also incurred significant costs and professional expenses for due diligence in connection with the Gecko acquisition.
 
Liquidity and Capital Resources
 
Working Capital
               
Percentage
 
   
At September
30, 2010
   
At September
30, 2011
   
Increase /
(Decrease)
 
Current Assets
 
$
Nil
   
$
27,793
     
 
Current Liabilities
   
91,671
     
247,898
     
285
%

Cash Flows
   
Year Ended September 30
 
   
2010
   
2011
 
Cash Flows Used In Operating Activities
 
$
80,750
   
$
303,302
 
Cash Flows Used In Investing Activities
   
0
     
0
 
Cash Flows Provided By Financing Activities
 
$
80,750
     
331,095
 

 
 
6

 

Future Financings

As of September 30, 2011, we had no cash on hand beyond what we require for short term expenses. 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, 2011, 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
 
7

 

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.

 
8

 
 
ITEM 8.           FINANCIAL STATEMENTS.
 
 
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, 2011 and 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, 2011 and for the period from the date of inception on December 27, 1995 to September 30, 2011. 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, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2011 and for the period from the date of inception on December 27, 1995 to September 30, 2011 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 $1,483,541 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, 2012
 
 

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS

   
September 30,
   
September 30,
 
   
2011
   
2010
 
ASSETS
           
             
Current Assets:
           
Cash
  $ -     $ -  
Cash held in escrow
  $ 27,793     $ -  
Total current assets
    27,793       -  
                 
Total Assets
  $ 27,793     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Current Liabilities:
               
Accounts payable
    15,795       3,621  
Accrued interest
    9,420       -  
Due to Shareholder
    67,420       88,050  
Convertible notes payable, net of debt discount of $94,737
    155,263       -  
Total Current Liabilities
    247,898       91,671  
                 
Stockholders' Equity (Deficit):
               
Preferred stock, $.001 par value; authorized 10,000,000, none issued
    -       -  
Common stock, $.001 par value; 500,000,000 shares authorized
               
25,885,250 shares issued and outstanding at September 30, 2011 and
               
24,868,000 shares issued and outstanding at September 30, 2010
    25,885       24,868  
Additional paid in capital
    820,461       123,532  
Accumulated deficit during exploration stage
    (1,066,451 )     (240,071 )
                 
Total Stockholders' Equity (Deficit)
    (220,105 )     (91,671 )
                 
Total Liabilities and Stockholders' Equity (Deficit)
  $ 27,793     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F- 1

 

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,
 
   
2011
   
2010
   
2011
 
                   
Revenue:
  $ -     $ -     $ -  
                         
Total Revenue
    -       -       -  
                         
Operating Expenses:
                       
Mineral exploration costs
    -       -       30,700  
Write off of mineral claim
    -       -       15,000  
General and administrative
    315,476       75,900       509,847  
Total Operating Expenses
    315,476       75,900       555,547  
                         
Net  loss from operatons
    (315,476 )     (75,900 )     (555,547 )
                         
Other (Expenses)
                       
Loss from extinguishment of debt
    417,055       -       834,145  
Interest expense
    93,849       -       93,849  
                         
Total Other (Expenses)
    (510,904 )     -       (927,994 )
                         
                         
NET LOSS
  $ (826,380 )   $ (75,900 )   $ (1,483, )
                         
Weighted Average Shares
                       
Common Stock Outstanding
    25,422,610       24,868,000          
                         
Net Loss Per  Share
                       
(Basic and Fully Dilutive)
  $ (0.03 )     (0.00 )        
 
The accompanying notes are an integral part of these financial statements.
 
 
F- 2

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
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,
 
   
2011
   
2010
   
2011
 
Cash Flows Used in Operating Activities:
                 
Net Loss
  $ (826,380 )   $ (75,900 )   $ (1,066,451 )
                         
Adjustments to reconcile net (loss) to net cash provided by operating activites:
                       
                         
Issuance of stock for services rendered
    -       -       15,750  
Write off mineral claims
    -       -       15,000  
Loss on extinguishment of debt
    417,055               417,055  
Amortization of debt discount
    84,429               84,429  
Accounts payable
    12,174       (4,850 )     15,795  
Accrued interest
    9,420               9,420  
Net Cash Used in Operating Activities
    (303,302 )     (80,750 )     (509,002 )
                         
Investing Activities:
                       
Acquisition of mineral claims
    -       -       (15,000 )
      -       -       (15,000 )
                         
Financing Activities:
                       
Proceeds from convertible promissory notes
    250,000       -       250,000  
Proceeds from note payable to related party
    -       -       15,000  
Repayment of note payable to related party
    -       -       (15,000 )
Advances from shareholder
    91,095       80,750       208,560  
Repayments to shareholder
    (10,000 )     -       (39,415 )
Issuance of common stock for cash
    -       -       132,650  
Net Cash Provided by Financing Activities
    331,095       80,750       551,795  
                         
Net Increase (Decrease) in Cash
    27,793       -       27,793  
                         
Cash at Beginning of Period
    -       -       -  
                         
Cash at End of Period
  $ 27,793     $ -     $ 27,793  
                         
Non-Cash Investing & Financing Activities
                       
Issuance of stock for services
  $ -     $ -     $ 15,750  
Issuance of stock for shareholder advances
  $ 101,725     $ -     $ 101,725  
 
The accompanying notes are an integral part of these financial statements.
 
 
F- 3

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS’ 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 )     -  
BALANCE- September 30, 1997
    -       -       15,000,000       15,000       (14,250 )     (750 )     -  
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  
BALANCE- September 30, 1999
    -       -       21,000,000       21,000       (19,650 )     (750 )     600  
BALANCE- September 30, 2000
    -       -       21,000,000       21,000       (19,650 )     (750 )     600  
BALANCE- September 30, 2001
    -       -       21,000,000       21,000       (19,650 )     (750 )     600  
BALANCE- September 30, 2002
    -       -       21,000,000       21,000       (19,650 )     (750 )     600  
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 @$.51 per share
                    199,750       200       101,673               101,873  
Issuance of common stock - Mar 15/11 @$.92 per share
                    817,500       817       416,090               416,907  
Benefical conversion - convertible note
                                    179,166               179,166  
Net loss
    -       -       -       -       -       (826,380 )     (826,380 )
BALANCE- September 30, 2011
    -       -       25,885,250       25,885       820,461       (1,066,451 )     (220,105 )
 
The accompanying notes are an integral part of these financial statements.
 
 
F- 4

 
 
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
 
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.
 
 
F- 5

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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 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- 6

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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- 7

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

In March of 2011, the Company issued 1,017,250 shares of common stock which was valued at $.51 per share, which was the trading price of the common stock on the date the shares were authorized to be issued, for repayment of advances made by shareholders to the Company in the amount of $101,725.  This transaction generated a loss on the extinguishment of this debt to the Company in the amount of $417,055.

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, 2011 and 2010 was $7,300.
 
 
F- 8

 
 
FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

During the year ended September 30, 2011, shareholders advanced the sum of $91,095 to the Company.  The Company repaid $10,000 of the advances in the form of a cash payment and the Company issued 1,017,250 shares of common stock to repay advances in the amount of $101,725. At the September 30, 2011 fiscal year end, the Company owed three separate shareholders the sum of $67,420.  These advances do not carry a stated interest rate and do have a maturity date and are payable to the shareholders on demand.

During the year ended September 30, 2011, the Company paid $110,000 to a shareholder/officer or a company controlled by the shareholder/office of the Company for consulting services rendered to the Company and for expenses incurred on behalf of the Company.

NOTE 6 – CONVERTIBLE NOTE PAYABLE

On April 8, 2011, the Company issued an 8% convertible note payable in the principal face amount of $250,000 in exchange for cash proceeds of the same amount.  The note provides for the payment of eight percent (8%) interest per annum with a due date of April 8, 2012.  The note also provides for potential conversion into common stock of the Company at a price of $.60 per share.  Based upon the intrinsic value on the date of issuance, the note has a beneficial conversion feature, for which the Company has recorded a debt discount in the amount of $179,166.  This debt discount is being amortized to the maturity date of the note, which is twelve months from the date of issuance.  As of September 30, 2011, the Company has accrued interest payable on the face amount of the note in the amount of $9,420.  The Company has also recognized $84,429 as interest expense for the year ended September 30, 2011 from the amortization of the debt discount.

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.
 
 
F- 9

 

FIRST CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

As of January 12, 2012, the date of issuance of these financial statements, the Company had not closed on this agreement

On June 2, 2011, the Company signed a letter of intent with Gecko Landmarks, Ltd. to acquire a 10% equity interest in Gecko, the producer of the highly innovative Global Landmark Data and related software.  Under the terms of the LOI, the Company agreed to acquire a 10% equity interest on or before July 31, 2011 for the amount of one million dollars ($1,000,000). The Company has an option to acquire an additional 23% of the share capital of Gecko within six (6) months of the date of the LOI for an amount of 3.45 million dollars ($3,450,000).  As of January 12, 2012, the Company has not acquired an equity interest in Gecko.

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 $1,066,451 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.
 
 
F- 10

 
 
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 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, 2011. However, we have received a letter from our auditor indicating a material weakness in our internal controls over financial reporting.  We plan to discuss this with our accounting professionals and work with them to develop appropriate controls.
 
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.

 
9

 

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
 
36
 
Chief Executive Officer and Director

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 other than DeMatco Group Corp and Paul Gravatt.
 
 
10

 
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 other than as follows:
 
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 out-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, 2011, 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 30, 2011.  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
    6,867,500 (1)     26.53  
                     
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  
 
 
11

 
 

 
(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, 2011, we had 25,885,250 shares of common stock issued and outstanding.
 
Security Ownership of Management
 
None.
 
Changes in Control
 
None.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
None.
 
 
12

 
 
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.

First Corporation entered into a Note Purchase Agreement with Investa Securities Limited which is controlled by Jeurg Walker providing funding in the form of convertible debt in the amount of up to $2,000,000.  The company has borrowed $250,000 under the agreement and has issued a note to Investa in the same amount.  The note bears interest at 8%.  Mr. Walker is the beneficial owner of over 5% of the issued and outstanding shares of common stock of DeMatco Inc. which in turn is the parent company of DeMatco Group Corp. DeMatco Group Corp beneficially owns 26.53% of First Corporation’s issued and outstanding common stock.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Audit Fees
 
The aggregate fees billed for the two most recently completed fiscal years ended September 30, 2011 and September 30, 2010 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, 2011
   
Year Ended September
30, 2010
 
Audit Fees  
  $ 18,500       12,000  
Audit Related Fees  
     0       0  
Tax Fees  
           
All Other Fees  
             
Total  
  $ 18,500     $ 12,000  
 
 
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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

 
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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, 2012
 
   
 
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)
  
 
 
 
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