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 ~~December~~March 31, ~~2011~~2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE

EXCHANGE ACT

Commission File Number 0 - 52724

FIRST CORPORATION

(Exact name of small business issuer as specified in its charter)

Colorado		90-0219158
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom

Address of Principal Executive Office (Street and Number)

(403) 461-7283

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes x No ¨

State the number of shares outstanding of each of the issuer's classes of common equity as of ~~December~~March 31, ~~2011~~2012: 26,385,250 shares.

Item 1. Financial Statements.

FIRST CORPORATION ~~(A DEVELOPMENTAL STAGE COMPANY) CONDENSED BALANCE SHEETS~~

	December 31, 2011			September 30, 2011
ASSETS	(Unaudited)
CURRENT ASSETS
Cash held in escrow	$	14,447		$	27,793
Prepaid expenses		7,051			-
Subscriptions receivable		21,500			-
TOTAL ASSETS	$	42,998		$	27,793
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	7,465		$	15,795
Accrued interest payable		14,460			9,420
Due to stockholder		67,420			67,420
Convertible notes payable, net of debt discount of $49,508		200,492			155,263
		289,837			247,898
STOCKHOLDERS' DEFICIT
Preferred stock,$.001 par value; auhorized 10,000,000 none issued		-			-
Common Stock, $ .001 par value, 500,000,000 shares authorized
26,385,250 shares issued and outstanding at December 31, 2011
25,885,250 shares issued and outstanding at September 30, 2011		26,385			25,885
Additional paid in capital		859,961			820,461
Accumulated deficit during developmental stage		(1,133,185	)		(1,066,451	)
TOTAL STOCKHOLDERS' DEFICIT		(246,839	)		(220,105	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	42,998		$	27,793

A DEVELOPMENTAL STAGE COMPANY

CONDENSED BALANCE SHEETS

	March 31, 2012			September 30, 2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	97,736		$	27,793
Prepaid insurance		4,322			-

TOTAL CURRENT ASSETS		102,058			27,793

TOTAL ASSETS	$	102,058		$	27,793

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	11,331		$	15,795
Accrued interest payable		20,104			9,420
Due to stockholder		67,420			67,420
Convertible notes payable, net of debt discount of $21,624		368,496			155,263

TOTAL CURRENT LIABILITIES		467,351			247,898

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $ .001 par value, authorized 10,000,000 none issued		-			-
Common Stock, $ .001 par value, 500,000,000 shares authorized 26,385,250 shares issued and outstanding at March 31, 2012 and 25,885,250 shares issued and outstanding at September 30, 2011		26,385			25,885
Additional paid-in capital		879,961			820,461
Accumulated deficit during developmental stage		(1,271,639	)		(1,066,451	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(365,293	)		(220,105	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	102,058		$	27,793

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended December 31, 2011			For the three months ended December 31, 2010			From December 27, 1995 (Date of inception) to December 31, 2011
													From
Revenues	$	-		$	-		$	-
	For the three months			For the three months			For the six months			For the six months			December 27, 1995
		-			-			-
	ended			ended			ended			ended			(Date of Inception)
Expenses:
	March 31,			March 31,			March 31,			March 31,			to March 31,
Mineral exploration costs		-			-			30,700
	2012			2011			2012			2011			2012
Write off mineral claim		-			-			15,000
Revenue	$	-		$	-		$	-		$	-		$	-
General and administrative		16,464			14,308			526,311
Total revenue		-			-			-			-			-
Total expenses		16,464			14,308			572,011
Operating Expenses
Net loss from operations		(16,464	)		(14,308	)		(572,011	)
Mineral exploration costs		-			-			-			-			30,700
Other expenses:
Write off mineral claim		-			-			-			-			15,000
Loss from extinguishment of debt		-			-			417,055
General and administrative		84,926			63,074			101,391			77,287			611,237
Interest		50,270			-			144,119
Total operating expenses		84,926			63,074			101,391			77,287			656,937
Total other expenses		50,270			-			561,174
Net loss from operations		(84,926	)		(63,074	)		(101,391	)		(77,287	)		(656,937	)
Net loss	$	(66,734	)	$	(14,308	)	$	(1,133,185	)
Other expenses
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Loss from extinguishment of debt		-						-			-			417,055
Weighted average common shares		25,901,544			24,868,000
Interest		53,528			-			103,797			-			197,647
Total other expenses		53,528						103,797			-			614,702
Net loss	$	(138,454	)	$	(63,074	)	$	(205,188	)	$	(77,287	)	$	(1,271,639	)
Weighted average common shares		26,385,250			25,037,542			26,142,081			24,951,381
Net Loss Per Share
(Basic and Fully Dilutive)		(0.01	)		(0.00	)		(0.01	)		(0.00	)

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

~~CONDENSED STATEMENTS~~ STATEMENT OF ~~CASH~~STOCKHOLDERS' ~~FLOWS~~DEFICIT

(Unaudited)

	For the three months ended December 31, 2011			For the three months ended December 31, 2010			From December 27, 1995 (Date of inception) to December 31, 2011
	Preferred Stock						Common Stock
Cash flows from operating activities:
	Number of Shares			Par Value Amount			Number of Shares			Par Value Amount		Additional Paid- In Capital		Accumulated Deficit During Developmental Stage			Total
Net loss	$	(66,734	)	$	(14,308	)		(1,133,185	)
Balance, September 30, 2010		-		$	-			24,868,000		$	24,868	$	123,532	$	(240,071	)	$	(91,671	)
Adjustments to reconcile net loss to net cash
Issuance of Common Stock - Mar 15/11 @ $.51 per share		-			-			199,750			200		101,673		-			101,873
used in operating activities:
Issuance of Common Stock - Mar 15/11 @ $.92 per share		-			-			817,500			817		416,090		-			416,907
Loss on extinguishment of debt		-			-			417,055
Benedicial conversion - convertible note		-			-			-			-		179,166		-			179,166
Amortization of debt discount		45,229			-			45,229
Net loss		-			-			-			-		-		(826,380	)		(826,380	)
Changes in operating assets and liabilities:
Balance, September 30, 2011		-			-			25,885,250			25,885		820,461		(1,066,451	)		(220,105	)
Issuance of stock for services rendered		-			-			15,750
Issuance of Common Stock for cash (net of fees) in December 2011		-			-			500,000			500		39,500		-			40,000
Write off mineral claims		-			-			15,000
Net loss		-			-			-			-		-		(66,734	)		(66,734	)
Prepaid expenses		(7,051	)		-			(7,051	)
Balance, December 31, 2011		-			-			26,385,250			26,385		859,961		-1,133,185			-246,839
Accounts payable		(8,330	)		740			7,465
Issuance of 8% convertible notes		-			-			-			-		20,000		-			20,000
Accrued interest		5,040			-			14,460
Net loss		-			-			-			-		-		(138,454	)		(138,454	)
Net cash used in operating activities		(31,846	)		(13,568	)		(625,277	)
Balance, March 31, 2012		-		$	-			26,385,250		$	26,385	$	879,961	$	(1,271,639	)	$	(365,293	)
Investing activities:
Acquisition of mineral claims		-			-			(15,000	)
Net cash provided by investing activities		-			-			(15,000	)
Cash flows from financing activities:
Proceeds from convertible promissory notes		-			-			250,000
Proceeds from note payable to relaed party		-			-			15,000
Repayment of note payable to related party		-			-			(15,000	)
Issuance of common stock for cash		18,500			-			151,150
Advances from shareholder		-			50,975			208,560
Repayments to shareholder		-			(10,000	)		(39,415	)
Net cash provided by financing activities		18,500			40,975			570,295
Net increase (decrease) in cash		(13,346	)		27,407			14,447
Cash at the beginning of the period		27,793			-			-
Cash at the end of the period	$	14,447		$	27,407		$	14,447
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

CONDENSED ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS'~~CASH ~~DEFICIT~~FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2011

(Unaudited)

	Preferred Stock						Common Stock					Additional		Accumulated Deficit
							From December
	Number of			Par Value			Number of			Par Value		Paid-In		During Development
	Six Months			Six Months			27, 1995 (Date of
	Shares			Amount			Shares			Amount		Capital		Stage			Total
	Ended			Ended			inception) to
BALANCE- September 30, 2011		-		$	-			25,885,250		$	25,885	$	820,461	$	(1,066,451	)	$	(220,105	)
	March 31, 2012			March 31, 2011			March 31, 2012
Issuance of common stock for cash (net of fees) in December 2011		-			-			500,000			500		39,500		-			40,000
Cash flows from operating activities:
Net loss	$	-(205,188	)	$	-(77,287	)	$	-(1,271,639	)		-		-		~~(66,734~~	)		~~(66,734~~	)
BALANCE- December 31, 2011		-		$	-			26,385,250		$	26,385	$	859,961	$	(1,133,185	)	$	(246,839	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock for services rendered		-			-			15,750
Write off mineral claims		-			-			15,000
Loss on extinguishment of debt		-			-			417,055
Amortization of debt discount		93,114			-			177,543
Non cash expenses		40,120			-			40,120
Changes in operating assets and liabilities:
Prepaid expenses		(4,322	)		-			(4,322	)
Accounts payable		(4,465	)		47			11,330
Accrued interest		10,684			-			20,104
Net cash used in operating activities		(70,057	)		(77,240	)		(579,059	)
Investing activities:
Acquisition of mineral claims		-			-			(15,000	)
Net cash provided by investing activities								(15,000	)
Cash flows from financing activities:
Proceeds from convertible promissory notes		100,000			-			350,000
Proceeds from note payable to related party		-			-			15,000
Repayment of note payable to related party		-			-			(15,000	)
Issuance of common stock for cash		40,000			-			172,650
Advances from shareholder		-			91,095			208,560
Repayments to shareholder		-			(10,000	)		(39,415	)
Net cash provided by financing activities		140,000			81,095			691,795
Net increase in cash		69,943			3,855			97,736
Cash at the beginning of period		27,793			-			-
Cash at the end of period	$	97,736		$	3,855		$	97,736
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-
Non-cash investing and financing activities:
Issuance of stock for shareholder advances	$	-		$	101,725		$	101,725

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2011~~2012

(Unaudited)

NOTE 1 – Description of Business

First Corporation (the "Company") was incorporated under the laws of the State of Colorado on December 27, 1995. The Company's activities to date have been limited to organization and capital formation. The Company was originally "an exploration stage company" and had acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. However, due to difficulty securing financing, the board of directors voted to discontinue operations of mineral claims, and pursue other investment opportunities. The ~~Company~~company is a development stage entity, as defined by the Financial Accounting Standards Board (“"FASB”") Accounting Standards Codification (“"ASC”") Topic 915.

To date, we have generated no sales revenues, have incurred significant expenses and have sustained losses. Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from inception on December 27, 1995 (Date of Inception) through March ~~December~~ 31, ~~2011~~2012, we have accumulated losses of $1,~~133~~271,~~185.~~639

NOTE 2- Summary of Significant Accounting Policies

(A) Basis of Presentation

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

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

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

(B) Going Concern

As reflected in the accompanying unaudited condensed ~~consolidated~~ financial statements, the Company is in the development stage. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $1,~~133~~271,~~185~~639 since inception. This raises substantial doubt about its ability to continue as a going concern. The unaudited condensed ~~consolidated~~ financial statements do not include any adjustments that might be necessary if the Company is in unable to continue as a going ~~concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.~~

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2011~~2012

(Unaudited)

NOTE 2 – Summary of Significant Accounting Policies (continued)

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

(C) Cash and Cash Equivalents

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

(CD) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

(DE) Fair Value of Financial Instruments

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

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

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

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

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

The carrying value of of the Company’'s cash and cash equivalents, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2011~~2012

(Unaudited)

NOTE 2 – Summary of Significant Accounting Policies (continued)

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

As of March ~~December~~ 31, ~~2011~~2012, there were no financial assets or liabilities that were measured at fair value on a recurring basis.

(EF) Per Share Data

Basic and diluted net loss per common ~~share~~ share for all periods presented is computed based on the weighted average number of common shares outstanding as defined by ASC 260, “Earnings Per Share”. The effect of stock options on diluted EPS is determined through the application of the ~~treasury~~ treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. For the three and six months ended ~~December~~March 31, ~~2011~~ 2012, and ~~2010~~ 2011, any common stock equivalents were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

(FG) Provision for Income Taxes

The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.

(G) Concentration of Credit Risk

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2011~~2012

(Unaudited)

NOTE 2 – Summary of Significant Accounting Policies (continued)

(H) Concentration ~~Recent~~of ~~Accounting~~Credit ~~Pronouncements~~Risk

InThe ~~December~~Company ~~2009,~~maintains ~~the~~its ~~FASB~~temporary ~~issued Accounting~~cash ~~Standards~~investments ~~Update~~in ~~(“ASU”)~~high ~~2009-17,~~credit ~~which~~quality ~~codifies~~financial ~~SFAS No~~institutions. ~~167~~At times, ~~Amendments~~such toamounts ~~FASB~~may ~~Interpretation~~exceed ~~No.~~federally ~~46(R)~~insured ~~issued in September 2009~~limits. ~~ASU 2009-17 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity~~

(~~“VIE”~~I), Recent ~~and~~Accounting requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 is effective for annual reporting periods beginning after November 15, 2009. The adoption of ASU 2009-17 did not have a material effect on the Company’s condensed consolidated financial statements.Pronouncements

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

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

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

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

NOTE 3 – 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 December 31, 2011, the Company has accrued interest payable on the face amount of the note in the amount of $14,460. The Company has also recognized $45,229 as interest expense for the period ended December 31, 2011 from the amortization of the debt discount.

NOTE 4 – Common Stock

In December 2011, an accredited investor agreed to purchase 500,000 shares of the Company’s common stock at a price of $0.10 per share for a total of $50,000 with expected proceeds of $40,000, net of fees. At December 31, 2011, the corporation received $18,500 toward the purchase of this subscription. In February 2012, the Company received the remaining balance of $21,500.

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2011~~2012

~~NOTE 5 – Related Party Transactions~~(Unaudited)

~~At the December 31, 2011 and September~~NOTE ~~30,~~3 ~~2011,~~– ~~the~~Common ~~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.~~Stock

In March of 2011, the Company issued 1,017,250 shares of common stock valued at $ .10 per share for repayment of advances made by shareholders to the Company in the amount of $ 101,725.

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

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

NOTE 4 – Related Party Transactions

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

NOTE 5 – Convertible Note Payable

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

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

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

NOTE 6 – Material Agreements

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

On October 16, 2009, the Company replaced the above agreement with a new agreement that specified that the Company would acquire all of the issued and outstanding shares of Acquma for the Acquma shareholders in exchange for the issuance of 64,437,848 shares of the Company's common stock. Upon closing of this agreement, Acquma will become a wholly-owned subsidiary of First Corporation. The Company has paid $40,000 in legal fees with regards to this potential acquisition. As of ~~February~~May 1015, 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~~ letter of intent with Gecko Landmarks, Ltd. to acquire a 10% equity interest in Gecko, the producer of the highly innovative Global ~~Landmark~~ 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 ~~February 10~~March ~~2012~~31, 2012, the Company has not acquired an equity interest in Gecko.

10NOTE 7 – Subsequent Events

~~Item~~On April 26, 2012 the Company received 2a letter of intent from an investor who would like to purchase $500,000 8% convertible note.

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

Corporate Background

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

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 entered into a Share Exchange Agreement, dated as of October 16, 2009 (the “Exchange Agreement”). 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.

Gecko Landmarks Ltd. Letter of Intent

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.

Consulting Agreement

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

Financial Condition

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 which occurred 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.

AsItem of December 28, 2011, we entered into a subscription agreement with ISI Nominees for the purchase of 500,000 shares of First Corporation’s common stock at a price of $1.00 per share. The sale was made pursuant to Section 4(2~~) of the Securities Act as it was not in connection with any public offering,~~.

WeManagement’s ~~have~~Discussion ~~not~~and ~~received~~Analysis ~~any~~of ~~revenues~~Financial ~~from~~Condition and ~~operations~~Results toof ~~date.~~Operation

Corporate Background

Gecko Landmarks Ltd. Share Acquisition

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

Description of the Share Acquisition Transaction

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

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

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

Consulting Agreement

Financial Condition

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

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

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

We have not received any revenues from operations to date.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including the CEO and Principal Accounting and Financial Officer, we have evaluated the effectiveness of our disclosure ~~controls~~ 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 ~~December~~March 31, ~~2011~~2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During the quarter, we received a letter from our auditor in connection with its audit of our financial statements for the year ended September 30, 2011, indicating a material weakness in our internal controls over financial reporting. We plan to discuss this with our accounting professionals and work with them to develop appropriate controls.

1213

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None

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

OnEffective ~~April~~March 85, ~~2011~~2012, ~~First~~we ~~Corporation~~issued ~~entered into~~ a ~~Securities Purchase~~Convertible ~~Agreement~~Note ~~with Investa Securities Limited pursuant~~ to ~~which Investa has agreed to purchase, and the company has agreed~~DeMatco toGroup ~~sell~~Corporation ~~to Investa, unsecured 8% Convertible Notes~~ in the ~~aggregate original principal~~ amount of ~~up to~~ $2100,000~~,000~~ ~~with~~which anbears ~~initial minimum~~interest ~~investment~~at ofa ~~$250,000~~rate ~~to occur within 14 days~~ of ~~the~~8% ~~date~~per ofannum ~~the~~and ~~agreement.~~is ~~First~~convertible ~~Corporation~~as ~~may~~to ~~require~~principal ~~additional note~~thereunder ~~purchases~~into onFirst ~~14 days~~Corporation’s ~~notice~~common ifstock ~~the average closing share price exceeds $0.80 for ten days preceding such notice. The notes are to be convertible~~ at a conversion price of $0.60 per share. Interest on ~~ten days’ notice at~~ the ~~investor’s~~note ~~option~~accrues orand atis ~~the option of~~payable ~~First~~quarterly ~~Corporation~~with if the ~~average~~first ~~closing~~two ~~share~~years’ ~~price~~interest ~~for~~being ~~ten~~payable ~~trading~~on ~~days~~the ~~preceding~~date ~~such~~of ~~notice exceeds $1~~issue.~~00.~~ AThe ~~copy~~purpose of the ~~agreement, together~~loan ~~with~~is ~~the form of Convertible Note was attached as an exhibit~~ to ~~our~~cover ~~Current Report on Form 8-K filed on April 11, 2011.~~costs ~~Convertible~~associated ~~Notes~~with ~~under~~ the ~~Securities~~Gecko ~~Purchase~~Landmarks ~~Agreement~~acquisition ~~are~~and ~~issued~~related ~~pursuant~~professional tofees. ~~4(2)~~As of ~~the~~April ~~Securities Act of 1933~~4, ~~as amended~~2012, as ~~they~~the ~~are~~note ~~not~~was ~~being~~transferred ~~issued~~by DeMatco inGroup ~~connection~~to ~~with~~ISI ~~any public offering~~Nominees.

~~The~~On ~~initial~~April ~~$250~~26,~~000~~ ~~investment~~2012, ~~occurred~~First Corporation arranged with the holders of its outstanding Convertible Notes to waive its interest payments and add them to the principal on ~~April~~two ~~11,~~of ~~2011.~~its outstanding notes ~~Through~~in ~~June~~the 30aggregate amount of $290,120 weand ~~have~~issued ~~used~~new ~~proceeds~~notes ofreflecting ~~this~~the ~~initial~~principal ~~investment~~and ~~for~~interest in the ~~following~~aggregate ~~purposes:~~new principal amount of $313,760.

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

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

As of December 28, 2011, we entered into a subscription agreement with ISI Nominees for the purchase of 500,000 shares of First Corporation’s common stock at a price of $0.10 per share. The sale was made pursuant to Section 4(2) of the Securities Act as it was not in connection with any public offering,

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits.

Exhibit 31

Rule 13a-14(d) Certification

Exhibit 32

Section 1350 Certification

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FIRST CORPORATION
Dated: February 21, 2012
Dated: May 21, 2012
	By:	/s/ Andrew Clarke	~~Andrew Clarke~~
		Andrew Clarke,
		Director, Chief Executive and Financial
		Officer

Filing Compare · FIRST CORP /CN/