UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~For~~for the fiscal year ended September 30, ~~2011~~ 2012

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

~~For~~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~~telephone ~~Number~~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~~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 ¨x

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$6,~~267~~802,~~100~~250.

The number of shares of the issuer’s common stock issued and outstanding as of December 2920, ~~2011~~2012 was 25263,~~885~~852,~~250~~500.

Documents Incorporated Byby Reference: None

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS
ITEM 2.	PROPERTIES	6
ITEM 2.	PROPERTIES	4
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 3.	LEGAL PROCEEDINGS	4
ITEM 4.	MINE SAFETY DISCLOSURES (NOT APPLICABLE)	6
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	56
ITEM 6.	SELECTED FINANCIAL DATA	57
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	711
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	812
ITEM 9A.	CONTROLS AND PROCEDURES	812
ITEM 9B.	OTHER INFORMATION	814
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, ~~PROMOTERS, CONTROL PERSONS~~ AND CORPORATE GOVERNANCE ~~COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.~~	914
ITEM 11.	EXECUTIVE COMPENSATION	1015
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	1015
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	1216
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	1217
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	1317
	SIGNATURES	1418

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 orof Financial ~~Plan~~Condition and Results 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~~Overview ~~Background~~

~~First~~We ~~Corporation~~are is a ~~corporation~~company ~~formed~~with ~~under~~a ~~the~~10% ~~laws~~interest ~~of the State of Colorado on December 27, 1995. Our principal executive offices are located~~ in ~~England.~~Gecko ~~Our original business was the exploration of mineral claims for commercially viable deposits of precious and base metals~~Landmarks Ltd. ~~However~~, ona ~~May~~Finnish 18company, ~~2008,~~and ~~our~~an ~~board~~option ~~of directors voted unanimously~~ to ~~discontinue~~acquire ~~exploration~~a offurther ~~our~~interest ~~mineral claims~~ in ~~the~~Gecko ~~Red~~Landmarks ~~Lake~~Ltd., ~~district~~which ofoption ~~northern~~has ~~Ontario,~~been ~~due~~extended to January ~~the~~31, ~~difficulty~~2013 inby ~~securing~~mutual ~~adequate~~consent ~~financing. We~~of ~~have~~the ~~since pursued other opportunities~~parties.

~~Acquma~~Gecko ~~Letter~~Landmarks ofLtd. ~~Intent~~is an early stage technology company dedicated to developing and ~~Share~~monetizing ~~Exchange~~global ~~Agreement~~landmark data using high accuracy data developed from their own proprietary system, “AtLAS”.

OnCorporate 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.Background

First Corporation, ~~Acquma~~is ~~and the shareholders of Acquma (the “Acquma Shareholders”) entered into~~ a ~~Share~~corporation ~~Exchange~~formed ~~Agreement,~~under ~~dated as of October 16, 2009 (~~the ~~“Exchange~~laws ~~Agreement”). Pursuant to the terms~~ of the ~~Exchange~~State ~~Agreement, First Corporation was to acquire all~~ of ~~the~~Colorado ~~issued~~on ~~and~~December ~~outstanding~~27, ~~shares~~1995. ofOur ~~Acquma~~principal ~~from~~executive ~~the~~offices ~~Acquma~~are ~~Shareholders~~located in ~~exchange for an aggregate of 64,437,848 shares of First Corporation common stock (the “Acquisition Shares”)~~England. ~~Upon~~ ~~closing~~Our oforiginal ~~the~~business ~~Exchange Agreement, Acquma~~ was tothe exploration ~~become a wholly-owned subsidiary~~ of ~~First~~mineral ~~Corporation~~claims. ~~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, ason ofMay ~~June 30~~18, ~~2011~~2008, ~~they~~our ~~had~~board ~~not~~of ~~reached~~directors ~~such~~voted anunanimously ~~agreement~~to ~~and~~discontinue ~~management~~exploration ~~has~~of our ~~deemed~~mineral itclaims ~~best~~due to ~~explore~~the ~~other~~difficulty ~~possibilities~~in ~~including~~securing aadequate ~~direct~~financing. ~~investment~~We inhave ~~Tramigo~~since orpursued ~~its~~other ~~affiliate, Gecko Landmarks Ltd~~opportunities.

WeOn July 8, 2009, we entered into a Letter of Intent, ~~effective~~to ~~May~~acquire shares ~~25,~~of ~~2011,~~Acquma ~~with~~Holdings ~~Gecko Landmarks Ltd.~~Limited, ~~also~~an aaffiliate of Finnish company, ~~and~~Tramigo anOy, ~~affiliate~~but the acquisition of ~~Tramigo~~the Oyshares was never completed. We ~~This~~then ~~Letter~~entered into a Share Exchange Agreement, dated as of ~~Intent~~October ~~provides~~16, ~~for~~2009, pursuant to which First Corporation was to ~~purchase~~acquire all anof ~~initial~~the ~~10%~~issued ~~stake~~and outstanding shares of Acquma from Acquma’s shareholders in ~~Gecko~~exchange ~~subject~~for toa ~~completion~~controlling ofinterest ~~due~~in ~~diligence,~~First Corporation’s ~~required~~common ~~shareholder~~stock. The ~~approval~~agreement ~~and~~expired ~~regulatory~~by ~~compliance~~its own terms, ~~all~~and inmanagement ~~accordance~~began ~~with~~to aexplore ~~definitive~~other ~~agreement~~possibilities.

3Gecko Landmarks Ltd. Share Acquisition

OnWe ~~April 5, 2011, First Corporation~~ entered into a ~~consultancy~~Letter ~~arrangement with Thomas J. Wikstrom~~ of ~~Luxembourg pursuant to a letter agreement~~Intent, aeffective ~~copy~~May ~~of which was attached as an exhibit to our Current Report on Form 8-K filed on April 11~~25, 2011~~. Pursuant~~, with toGecko ~~the~~Landmarks ~~letter~~Ltd., ~~the~~also ~~consultancy is for~~ a ~~period~~Finnish ofcompany ~~one~~and ~~year~~an ~~for~~affiliate ~~which Mr. Wikstrom is to receive cash compensation~~ of ~~$50,000,~~Tramigo ~~payable~~Oy. inThis ~~quarterly~~Letter ~~installments, and reimbursement~~ of ~~travel~~Intent ~~expenses~~provided ~~directly~~for ~~related to his responsibilities.~~ First Corporation to ~~also~~purchase ~~expects~~an toinitial ~~issue~~10% ~~shares~~stake ofin ~~stock~~Gecko subject to ~~Mr.~~completion ~~Wikstrom~~of asdue adiligence, ~~bonus~~required atshareholder ~~the~~approval ~~end~~and ofregulatory compliance, ~~the~~all ~~year~~ in anaccordance ~~amount~~with toa bedefinitive ~~determined~~agreement.

OnEffective April 812, ~~2011~~2012, First Corporation entered into a Securities Subscription ~~Purchase~~and Option Agreement ~~with~~(the ~~Investa~~“Subscription ~~Securities~~Agreement”) ~~Limited~~with ~~pursuant~~Gecko toLandmarks ~~which~~Ltd. ~~Investa~~for ~~has agreed to purchase, and~~ the ~~company~~acquisition ~~has~~by ~~agreed~~First Corporation toof ~~sell~~an toinitial ~~Investa, unsecured 8~~10% ~~Convertible~~stake ~~Notes~~ in ~~the~~Gecko ~~aggregate~~Landmarks ~~original~~Ltd. ~~principal~~along ~~amount~~with ofan upoption to ~~$2,000,000~~purchase ~~with~~ an ~~initial~~additional ~~minimum~~23% ~~investment~~interest ~~of $250,000 to occur~~ within six 14months ~~days~~ of the ~~date~~closing of the ~~agreement.~~purchase ~~First~~of ~~Corporation~~the ~~may~~initial ~~require~~10% ~~additional~~interest. ~~note~~The ~~purchases~~Subscription onAgreement 14was ~~days’~~approved ~~notice~~by ifWritten ~~the~~Consent of ~~average~~our ~~closing~~sole ~~share~~director, ~~price~~dated ~~exceeds~~March ~~$0.80~~27, ~~for~~2012, ~~ten~~and ~~days~~thereafter ~~preceding~~by ~~such~~the ~~notice. The~~Written ~~notes~~Consent ~~are~~of tothe beHolders ~~convertible~~of at a ~~price~~Majority of ~~$0.60 per share on ten days’ notice at~~ the ~~investor’s~~Issued ~~option~~and Outstanding orCommon atStock ~~the option~~ of First Corporation. ifWe ~~the~~notified ~~average~~First ~~closing~~Corporation’s ~~share~~other ~~price~~shareholders ~~for~~of ~~ten~~this ~~trading~~action ~~days~~pursuant to ~~preceding~~Regulation ~~such~~14C ~~notice~~under ~~exceeds $1.00. A copy of~~ the ~~agreement,~~Securities ~~together~~Exchange ~~with~~Act ~~the form~~ of ~~note~~1934, ~~was~~as ~~attached~~amended, asand anon ~~exhibit~~June to4, ~~our~~2012, ~~Current~~we ~~Report~~closed on ~~Form~~the ~~8-K~~purchase ~~filed~~of onthe 10% ~~April~~equity ~~11, 2011~~interest.

~~ITEM 2. ESCRIPTION OF PROPERTY.~~3

~~The~~Under ~~mailing~~the ~~address~~terms of ~~our~~the ~~business~~Subscription ~~has~~Agreement, ~~been~~First ~~Maranello~~Corporation purchased its 10% equity interest in Gecko Landmarks for a purchase price of $1,000,000. ~~Watch~~The ~~House~~purchase ~~Green~~price also included the option to purchase an additional 23% interest in Gecko Landmarks for an exercise price of $3,450,000, ~~Felsted~~exercisable within six months from closing. The directors have authority to approve the exercise of this option without further stockholder approval. As of December 1, ~~Essex~~2012, ~~CM6~~the ~~3EF~~parties agreed to extend the date for exercise of the option to December 15, ~~United~~2012 ~~Kingdom~~which was confirmed by letter from Gecko to First Corporation. We ~~own~~This nooption ~~real~~has ~~estate~~subsequently ~~holdings~~been extended to January 31, 2013 by mutual consent of the parties.

~~ITEM~~In ~~3. LEGAL~~connection ~~PROCEEDINGS~~with the closing, First Corporation also entered into a shareholders’ agreement with the other Gecko Landmarks shareholders which provides for the rights of the respective parties as shareholders of Gecko Landmarks.

~~None~~Funding for the purchase price was provided by an investor who purchased from First Corporation 8% Promissory Notes in the aggregate original principal amount of $1,000,000. See discussion under Liquidity and Capital Resources.

~~ITEM~~Business ~~4. SUBMISSION~~of OFGecko ~~MATTERS~~Landmarks ~~TO A VOTE OF SECURITY HOLDERS.~~Limited

~~None~~Gecko Landmarks is a limited liability company, formed under the laws of Finland in 2009, which offers geotechnical services and solutions for the professional market and GPS/GSM manufacturers. Specifically, Gecko Landmarks Ltd. is an early stage technology company dedicated to developing and monetising global landmark data using high accuracy data developed from their own proprietary system, “AtLAS”

4Gecko Landmarks’ concept is based on the use of landmarks in GPS devices. Landmarks are a more feasible, useful, understood and economical way of providing geographical data to GPS devices, especially mobile phones. The feature that landmarks add to the GPS-chip is human readable textual location information. Plain coordinates have little meaning without a map or other additional functionality. However with landmarks, applications can communicate location in an easy-to-understand way. Gecko Landmarks' mission is to enable industry-wide use of landmarks in any GPS-enabled device and to improve device manufacturers’ possibilities to reach new markets that require a radically new approach to geographical data.

~~PART~~Gecko IILandmarks was founded by the owners of Tramigo Oy, also a company based in Finland and operating in the GPS industry, with the intention to innovate new markets and use-cases for landmark technology, building on the combined experience and broad knowledge of its management in the location business. The successful business of Tramigo, especially in the emerging markets, is already based on innovative use of the landmark concept.

~~ITEM~~Realizing ~~5. MARKET~~that ~~FOR~~landmarks ~~COMMON~~can ~~EQUITY~~provide ~~AND~~a ~~RELATED~~universal ~~STOCKHOLDER~~solution ~~MATTERS~~to improve usability of GPS enabled devices and allow expanding to new markets, the owners wanted to focus on analyzing and trying out new business ideas based solely on landmarks.

~~Market~~Recently, ~~Information~~as processing power and memory capacity of GPS chipsets have increased, a totally new innovation for the GPS industry, with potential to change the foundations of the whole industry, has become possible: Landmarks can now be built-in to the GPS chip, the core that every location aware device builds on, enabling all of them to use this new location information in addition to the standard coordinates.

~~Our~~After ~~shares~~two years of ~~common~~product ~~stock~~development ~~commenced~~and ~~being~~building ~~quoted~~its onbusiness, funded ~~the~~solely ~~OTC~~by ~~Bulletin~~the ~~Board~~founders, ~~under~~Gecko ~~the~~Landmarks ~~symbol~~has ~~FSTC~~reached onthe ~~April~~point ~~9, 2008.~~where:

~~The~~• ~~high~~Corporate functions and ~~low~~administrative ~~bid~~procedures ~~prices of our common stock during each of the four quarters of fiscal 2011~~ are ~~as follows:~~established

	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

•

Initial partnership contracts and agreements have been signed

~~These~~• ~~quotations~~Overall ~~reflect~~strategy ~~inter-dealer prices, without retail mark-up, mark-down or commission,~~ and ~~may~~operational ~~not~~procedures ~~represent~~are ~~actual~~completed ~~transactions. The quarterly high~~ and ~~low~~fine ~~bid prices of our common stock were obtained from Yahoo! Finance.~~tuned

~~Holders~~• ofKey ~~Common~~innovations ~~Stock~~and products have been completed for test clients in global use

As• ofGlobal ~~September~~landmark ~~30,~~data ~~2011,~~is ~~there~~in ~~were~~successful 26full-scale ~~registered~~commercial ~~shareholders~~use of(in ~~our~~Tramigo ~~common~~GSM/GPS ~~stock.~~tracking devices)

~~Dividends~~4

WeGecko ~~have~~Landmarks ~~not~~has ~~declared~~three ~~any~~operating ~~dividends~~facilities onas ~~our common stock since our inception. There are no dividend restrictions~~follows:

~~that~~1. ~~limit~~Company ~~our~~headquarters ~~ability to pay dividends on our common stock~~ in ~~our~~Helsinki, ~~Articles~~Finland, ofhandling ~~Incorporation~~administration, bookkeeping orand ~~bylaws.~~legal ~~Colorado Revised Statutes (the “CRS”) provide certain limitations on our ability to declare dividends~~issues.

~~Recent~~2. ~~Sales~~Office ofin ~~Unregistered~~Turku, ~~Securities~~Finland, for research, development, and product testing. If necessary, this unit can be relocated closer to GPS chipset manufacturers depending on the R&D requirements.

~~During~~3. ~~the~~Landmark ~~years~~mass-production ~~ended~~office ~~September~~in 30Manila, ~~2011~~Philippines. ~~and~~The operations ~~2010,~~have webeen ~~received~~outsourced ~~advances from certain shareholders~~ to ~~cover~~a ~~legal~~local ~~and~~company ~~accounting~~Geckram ~~fees~~Inc. ~~and~~that ~~other~~provides ~~expenses~~the offacilities, ~~SEC~~infrastructure, ~~regulatory~~and ~~compliance to maintain our status on the OTCBB~~staff. ~~These~~ ~~advances~~This ~~totaled~~office is ~~$107,250. We~~in ~~subsequently~~a ~~agreed~~country with ~~these~~low-cost ~~parties~~labor, toas ~~convert~~ the ~~advances~~data ~~into~~production ~~shares~~is ~~of our common stock at a price of $0~~labor-intensive.~~51 per share.~~

This ~~conversion~~enables ~~was~~cost-efficient onand afast ~~private~~scaling ~~basis~~of ~~and~~the ~~exempt~~operations based ~~from~~on ~~registration~~demand. ~~pursuant~~Gecko toLandmarks ~~Section~~takes ~~4(2)~~care of ~~the~~operational ~~Securities~~management ~~Act~~ of ~~1933,~~the ~~as amended~~production, asand italso istrains ~~not in connection with a public offering. Each of~~ the ~~investors~~staff ~~is accredited~~ and ~~sophisticated~~maintains required asresources ~~to financial matters~~ and ~~the~~knowledge ~~sales~~for ~~involved~~global nolandmark ~~general~~production ~~solicitation~~and updating.

~~Transfer~~Gecko ~~Agent~~Landmarks has signed the following co-operation agreements:

~~Our~~Co-operation ~~transfer~~agreement ~~agent~~with ~~and registrar is Holladay Stock Transfer, 2939 N 67 Place, Scottsdale, AZ 85251.~~Tramigo

~~ITEM 6. ELECTED~~• ~~FINANCIAL~~Tramigo ~~DATA~~devices are based on the landmarks concept, TLD landmark data

~~Not~~• ~~required~~Tramigo's tosuccess beespecially ~~provided~~in bythe ~~smaller~~emerging ~~reporting~~markets ~~companies.~~is based on comprehensive and accurate landmark data

5• None of the other tracking device manufacturers have been able to generate matching technological and economical success, because there are no other high-quality landmark databases suitable for this use case

~~ITEM~~• ~~7. MANAGEMENT'S~~Gecko ~~DISCUSSION~~Landmarks ~~AND~~updates ~~ANALYSIS~~and ORmaintains ~~PLAN~~TLD ~~OF OPERATION.~~data of Tramigo

~~FORWARD-LOOKING~~• ~~STATEMENTS~~Gecko’s landmark updating and maintaining tools such as AtLAS provide best possible quality and value for Tramigo’s TLD landmarks

~~Certain~~Landmark ~~statements~~Data ~~contained~~Services inAgreement 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 UAB ~~respect~~Aktyvus tosektorius 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.(Eskimi)

~~PLAN~~ OF• ~~OPERATION~~Eskimi has 5 million registered dating service users and is growing 30,000 new users per day. Eskimi’s most important markets are Nigeria, Indonesia, Vietnam, Kenya and South Africa. Gecko Landmarks approached Eskimi late January 2012 and is about the conclude revenue share agreement with the first mobile Internet customer. The agreement includes joint go-to-market approach towards operators.

~~First Corporation’s current plan of~~ Co-operation isAgreement ~~to finalize its transaction~~ with ~~Gecko~~Cherry ~~Holdings Ltd.~~Mobile

~~RESULTS~~ OF• ~~OPERATIONS~~Cherry Mobile provides several million handsets per annum mainly to the Philippines. Gecko Landmarks expects to conclude its agreement to preinstall Gecko SMS as the primary text message editor with location to Cherry Mobile’s Android phones.

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

~~Net~~On ~~Loss~~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. Neither party had commenced performance under the arrangement as of August 8, 2012 on which date First Corporation received a letter from Mr. Wikstrom confirming his acceptance to an updated and amended consultancy agreement, effective as of August 1, 2012 which is terminable by either party on six months’ notice. The agreement calls for Mr. Wikstrom to serve as First Corporation’s representative on Gecko Landmarks Ltd.’s board of directors to provide feedback and recommendations regarding further investment and development initiatives as required by First Corporation from time to time. For his services, Mr. Wikstrom is to receive an annual cash payment of US$50,000 and a number of shares to be determined at a future date.

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.5

~~Liquidity~~ITEM ~~and~~2. ~~Capital~~DESCRIPTION ~~Resources~~OF PROPERTY.

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

					Percentage
	At September 30, 2010		At September 30, 2011		Increase / (Decrease)
Current Assets	$	Nil	$	27,793		—
Current Liabilities		91,671		247,898		285	%

ITEM 3. LEGAL PROCEEDINGS.

~~Cash Flows~~None.

	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

ITEM 4. MINE SAFETY DISCLOSURES (NOT APPLICABLE)

6PART II

AsMarket 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.Information

~~Off-Balance~~Our ~~Sheet~~shares ~~Arrangements~~of common stock commenced being quoted on the OTC Bulletin Board under the symbol FSTC on April 9, 2008.

WeThe ~~have~~high noand ~~off-balance~~low ~~sheet~~bid ~~arrangements~~prices ~~that~~of ~~have or are reasonably likely to have a current or future effect on~~ our ~~financial~~common ~~condition,~~stock ~~changes~~during ineach of ~~financial~~the ~~condition,~~four ~~revenues~~quarters ~~or expenses, results~~ of ~~operations,~~the ~~liquidity,~~fiscal ~~capital~~year ~~expenditures~~ended orSeptember ~~capital~~30, ~~resources~~2012 beare ~~charged to operations~~ as ~~incurred.~~follows:

RECENT ACCOUNTING PRONOUNCEMENTS

	High		Low
Fiscal Year Ended September 30, 2012
Fourth Quarter	$	0.07	$	0.01
Third Quarter	$	0.08	$	0.04
Second Quarter	$	0.08	$	0.01
First Quarter	$	0.04	$	0.01

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.

	High		Low
Fiscal Year Ended September 30, 2011
Fourth Quarter	$	0.09	$	0.03
Third Quarter	$	0.11	$	0.04
Second Quarter	$	0.10	$	0.02
First Quarter	$	0.08	$	0.02

InThese ~~December~~quotations ~~2004,~~reflect ~~the~~inter-dealer ~~FASB~~prices, ~~issued~~without ~~SFAS No. 153~~retail mark-up, ~~“Exchanges~~mark-down ofor ~~Nonmonetary~~commission, ~~Assets~~and –may Annot ~~Amendment~~represent ofactual ~~APB Opinion No~~transactions. ~~29”.~~ The ~~guidance~~quarterly inhigh ~~APB~~and ~~Opinion~~low ~~No.~~bid ~~29,~~prices ~~”Accounting for Nonmonetary Transactions”, is based on the principle that exchanges~~ of our ~~nonmonetary~~common ~~assets~~stock ~~should~~were beobtained ~~measured~~from ~~based~~Yahoo! ~~on the fair value of the assets exchanged~~Finance. ~~The~~Effective ~~guidance~~October ~~in that Opinion~~26, ~~however~~2012, ~~included~~we ~~certain~~effected ~~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~~ 10-for-one ~~exchanges~~split of ~~nonmonetary~~our ~~assets~~common ~~that~~stock. Prices ~~do not~~ have ~~commercial~~been ~~substance.~~adjusted Ato ~~nonmonetary~~give ~~exchange~~effect ~~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~~forward isstock ~~not expected to have a material effect on the Company’s results of operations or financial position~~split.

InHolders ~~December 2004, the FASB issued Statement~~ of ~~Financial~~Common ~~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

7As of September 30, 2012, there were 15 registered shareholders of our common stock.

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.Dividends

InWe ~~March~~have ~~2005,~~not ~~the~~declared ~~SEC~~any ~~staff~~dividends ~~issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance~~ on ~~the~~our ~~Implementation~~common ofstock ~~SFAS~~since our ~~123R~~inception. ~~The~~There ~~Company~~are ~~will~~no ~~consider~~dividend ~~SAB 107 during implementation of SFAS 123R.~~restrictions

~~ITEM 7A~~that limit our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. ~~QUANTITATIVE~~Colorado ~~AND~~Revised ~~QUALITATIVE~~Statutes ~~DISCLOSURES~~(the ~~ABOUT~~“CRS”) ~~MARKET~~provide ~~RISK~~certain limitations on our ability to declare dividends.

WeRecent doSales ~~not hold any derivative instruments and do not engage in any hedging activities. Because some~~ of ~~our~~Unregistered 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.Securities

8In December of 2011, an accredited investor agreed to purchase 5,000,000 shares of the corporation's common stock at a price of $0.010 per share for a total of $40,000, net of fees.

~~ITEM 8. FINANCIAL STATEMENTS.~~6

~~REPORT~~In OFJune ~~INDEPENDENT~~of ~~REGISTERED~~2012, ~~PUBLIC~~The ~~ACCOUNTING~~Company ~~FIRM~~entered into Securities Purchase Agreement with an accredited investor to sell secured 8% Convertible Notes in an aggregate principal amount of $1,000,000. The proceeds were used to fund the acquisition of a 10% equity interest in Gecko Landmarks Ltd

ToThis conversion was on a private basis and exempt from registration pursuant to Section 4(2) of the ~~Board~~Securities Act of ~~Directors~~1933, ~~and~~as ~~Stockholders~~amended, as it is not in connection with a public offering. Each of ~~First~~the ~~Corporation~~investors ~~(An~~is ~~Exploration~~accredited ~~Stage~~and ~~Company)~~sophisticated as to financial matters and the sales involved no general solicitation.

WeTransfer 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.Agent

WeOur ~~conducted~~transfer ~~our~~agent ~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~registrar ~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company~~ is ~~not~~Holladay ~~required~~Stock ~~to have~~Transfer, 2939 ~~nor~~N ~~were~~67 ~~we engaged to perform~~Place, 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 circumstancesScottsdale, ~~but~~AZ ~~not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting~~85251. 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.

InITEM ~~our~~6. ~~opinion,~~SELECTED ~~the~~FINANCIAL 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.DATA

~~The~~Not ~~accompanying~~required ~~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~~provided toby ~~continue~~smaller asreporting ~~a going concern~~companies. ~~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/ITEM ~~Madsen~~7. &MANAGEMENT'S ~~Associates~~DISCUSSION ~~CPA’s,~~AND ~~Inc~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Madsen~~Forward-Looking ~~& Associates CPA’s, Inc.~~Statements

~~Salt~~Certain ~~Lake~~statements ~~City~~contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Annual Report constitute "forward-looking statements". These statements, ~~Utah~~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.

~~January 12, 2012~~Overview

~~FIRST~~We ~~CORPORATION~~are a company with a 10% interest in Gecko Landmarks Ltd., a Finnish company, as well as an option to acquire a further interest in Gecko Landmarks Ltd., which option has been extended to January 31, 2013 by mutual consent of the parties.

~~(AN~~In ~~EXPLORATION~~October ~~STAGE~~2012, ~~COMPANY)~~the Company amended its Articles of Incorporation to increase the authorized stock from one hundred million shares, par value $.001 per share, to 1,000,000,000 shares, par value $.001 per share. The board also approved a 10-for-1 split of the issued and outstanding shares which took effect on October 2012 and effectively increased the issued and outstanding common shares from 26,385,250 to 263,852,500. All references in the audited financial statement and notes thereto have been retroactively restated to reflect the October 2012 stock split.

~~BALANCE~~Results ~~SHEETS~~of Operations

	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		$	-

For the period from inception on December 27, 1995 to September 30, 2012 we have had no revenues.

~~The~~General ~~accompanying~~and ~~notes~~Administrative ~~are an integral part of these financial statements.~~Expenses

F-For 1the year ended September 30, 2012, we had general and administrative expenses of approximately $152,000 compared with approximately $315,000 for the year ended September 30, 2011. The decreased resulted from the payment in the 2011 fiscal year of professional, consulting and due diligence fees in connection with our purchase of 10% of Gecko Landmarks Ltd. and the related option. Other expenses in both years consisted primarily of legal and accounting fees in connection with our quarterly and annual reports and shareholder approval and related SEC filings in connection with the Gecko transaction.

~~FIRST CORPORATION~~7

~~(AN~~Interest ~~EXPLORATION~~Expense ~~STAGE COMPANY)~~

~~STATEMENTS~~For OFthe ~~OPERATIONS~~year ended September 30, 2012, we had interest expenses of approximately $229,000 compared with approximately $94,000 for the year ended September 30, 2011. The increased resulted from the increase in convertible notes payable borrowings and amortization of debt discount.

							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	)

Loss from Extinguishment of Debt

~~The~~During ~~accompanying~~the ~~notes~~year ~~are~~ended anSeptember ~~integral~~30, ~~part~~2011, the company recorded a loss of ~~these~~approximately ~~financial~~$417,000 ~~statements~~due to the settlement of debt. There was no comparable event in the year ending September 30, 2012.

F-Net 2Loss

~~FIRST~~We ~~CORPORATION~~incurred a net loss of approximately $381,000 for the year ended September 30, 2012, compared with a net loss of approximately $826,000 for the year ended September 30, 2011. Our loss in both years was partly attributable to operating expenses consisting of professional fees paid in connection with preparing and filing our reports in compliance with SEC filing requirements. As noted under General and administrative expenses, during the 2012 period, we also incurred significant professional, consulting and due diligence fees and expenses in connection with the Gecko acquisition.

~~(AN~~Liquidity ~~EXPLORATION~~and ~~STAGE~~Capital ~~COMPANY)~~Resources

~~STATEMENTS~~As OFof ~~CASH~~September ~~FLOWS~~30, 2012, we had a deficit in working capital of $1,340,183 as reflected in the table below. We will require additional funding to exercise our option to purchase an additional interest in Gecko Landmarks Ltd. and for any future operations. We cannot be certain that such funding will be available.

							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

Working Capital

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

	At September 30, 2011			At September 30, 2012			Percentage Increase / (Decrease)
Current Assets	$	27,793		$	13,577			(50	)%
Current Liabilities		247,898			1,353,760			446	%
Working Capital (Deficit)	$	(220,105	)	$	(1,340,183	)		(508	)%

~~F- 3~~Cash Flows

FIRST CORPORATION

	Year Ended September 30
	2011		2012
Net Cash Used in Operating Activities	$	303,302	$	163,318
Net Cash Used in Investing Activities		-		-
Net Cash Provided by Financing Activities	$	331,095		140,000

~~(AN~~Outstanding ~~EXPLORATION~~Convertible ~~STAGE COMPANY)~~Notes

~~STATEMENTS~~As OFof ~~STOCKHOLDERS~~September 30, 2012, First Corporation was indebted to the holders of its 8% Convertible Notes in the aggregate principle amount of approximately $1,400,000 plus accrued interest, without giving account to the discount reflected in our financial statement for the notes’ ~~EQUITY~~beneficial ~~(DEFICIT)~~conversion feature.

	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	)

In April of 2011, we 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. In March of 2012, we issued an additional 8% Convertible Note for $100,000 to the investor under this agreement. The investor also agreed to extend the maturity date on the initial note for $250,000 to April 26, 2013, adding approximately $23,640 in accrued interest and an outstanding shareholder loan in the amount of $40,120 to the principle thereon for a total principal amount of $313,760. The Company may require additional note purchases under this agreement.

~~The accompanying notes are an integral part of these financial statements.~~8

F-In 4June of 2012, we entered into another Securities Purchase Agreement with an accredited investor to sell secured 8% Convertible Notes in an aggregate principal amount of $1,000,000. The proceeds were used to fund the acquisition of a 10% equity interest in Gecko Landmarks Ltd.

~~FIRST~~Each ~~CORPORATION~~of these notes is convertible into First Corporation’s common stock at a price of $0.06 per share (after giving effect to the 10-for-1 stock split which occurred in September 2012.

~~(AN~~Reliance ~~EXPLORATION~~on ~~STAGE~~Future ~~COMPANY)~~Financings

~~NOTES~~As TOof ~~THE~~September ~~FINANCIAL~~30, ~~STATEMENTS~~2012, 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, 2012, that there is substantial doubt that we will be able to continue as a going concern.

~~SEPTEMBER~~On 30December 20, ~~2011~~2012, the company issued 8% convertible notes payable in the aggregate principal face amounts of $42,500 in exchange for cash proceeds of the same amount. The notes provides for the payment of 8% interest per annum with a due dates of December 20, 2013. The notes also provides for potential conversion into common stock of the Company at a price of $0.03 per share.

~~NOTE~~Going ~~1 – NATURE AND PURPOSE OF BUSINESS~~Concern

~~First~~As ~~Corporation~~reflected (in the ~~“Company”)~~accompanying ~~was~~audited financial ~~incorporated~~statements, ~~under~~ the ~~laws~~Company ofis in the ~~State~~development ofstage. ~~Colorado~~The onaccompanying ~~December~~audited ~~27,~~financial ~~1995. The~~statements have been prepared assuming the Company’s ~~activities~~will tocontinue ~~date~~as ~~have~~a ~~been~~going ~~limited~~concern. toAs ~~organization~~shown ~~and~~in ~~capital~~the ~~formation. The~~accompanying ~~Company~~audited isfinancial ~~“an~~statements, ~~exploration~~the ~~stage~~Company ~~company”~~has no sales and has ~~acquired~~incurred a ~~series~~net loss of ~~mining~~$1,447,677 ~~claims~~since ~~for~~inception ~~exploration~~used ~~and~~$163,318 ~~formulated~~in acash ~~business~~for ~~plan~~operating toactivities ~~investigate~~for the ~~possibilities~~year ended ofSeptember a30, ~~viable mineral deposit~~2012.

~~NOTE~~This 2raises –substantial ~~NATURE~~doubt OFabout its ~~SIGNIFICANT~~ability ~~ACCOUNTING~~to ~~POLICIES~~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. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

~~CASH~~The ~~AND~~audited ~~CASH~~financial ~~EQUIVALENTS~~statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.~~9

~~REVENUE~~Critical ~~RECOGNITION~~Accounting Policies and Estimates

~~The~~Cash ~~Company~~and ~~considers~~Cash ~~revenue to be recognized at the time the service is performed.~~Equivalents

~~USE~~For OFpurposes ~~ESTIMATES~~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.

~~The~~Use ~~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.Estimates

~~FAIR~~The ~~VALUE~~preparation OFof ~~FINANCIAL~~audited ~~INSTRUMENTS~~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 audited financial statements and the reported amounts of revenues and expenses during the year. Accordingly actual results could differ from these estimates.

~~The~~Fair ~~Company’s~~Value ~~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.Instruments

FFair 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 5payments.

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

~~(AN~~Level ~~EXPLORATION~~2 ~~STAGE~~- ~~COMPANY~~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 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.

~~NOTES~~Level TO3 ~~THE~~- ~~FINANCIAL~~Unobservable ~~STATEMENTS~~inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~SEPTEMBER~~To 30the extent that valuation is based on models or inputs that are less observable in the market, ~~2011~~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 cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

~~EARNINGS~~The ~~PER~~carrying ~~SHARE~~value 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 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.

~~Basic~~Per ~~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.Data

~~INCOME~~Basic ~~TAXES:~~and diluted net loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding as defined by Accounting Standard Codification 260-10, “Earnings Per Share” (“ASC 260-10). 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. For the years ended September 30, 2012, and 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.

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.10

~~Deferred~~Provision ~~income taxes may arise from temporary differences resulting from income and expanse items reported~~ for ~~financial~~Income 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.Taxes

~~CONCENTRATION~~The OFCompany ~~CREDIT~~has ~~RISK:~~adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which 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.

~~The~~Deferred ~~Company~~income ~~does~~taxes ~~not~~may ~~have~~arise ~~any~~from ~~concentration~~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 ~~financial~~to ~~credit~~an ~~risk~~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.

~~RECENT~~Impairment ~~ACCOUNTING~~of ~~PRONOUNCEMENTS:~~Long-Lived Assets

~~The~~In accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill and others”, the Company ~~does~~reviews ~~not~~long-lived assets ~~expect~~for impairment whenever circumstances and situations change such that there is an indication that the ~~adoption~~carrying amounts may not be recovered. In such circumstances, the Company will estimate the future cash flows expected to result from the use of ~~other~~the asset ~~recent~~and ~~accounting~~its ~~pronouncements~~eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will ~~have~~recognize aan ~~material~~impairment ~~impact~~loss to adjust to the fair value of the asset. At September 30, 2012, the company does not believe its ~~financial~~long ~~statements~~term asset requires an impairment loss.

F-Concentration 6of Credit Risk

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

~~(AN EXPLORATION STAGE COMPANY)~~Reclassification

~~NOTES~~Certain TOreclassifications ~~THE~~have ~~FINANCIAL~~been ~~STATEMENTS~~made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses.

~~SEPTEMBER~~Off-Balance ~~30,~~Sheet ~~2011~~Arrangements

~~NOTE~~We 3have –no ~~MINERAL~~off-balance ~~CLAIMS~~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.

~~The~~ACCOUNTING 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.PRONOUNCEMENTS

~~NOTE~~In 4December –2011, ~~COMMON~~the ~~STOCK~~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.

OnOther ~~October~~recent ~~10,~~accounting ~~2004~~pronouncements ~~the~~issued ~~Company~~by ~~effected~~the aFASB ~~two~~(including its ~~for~~Emerging ~~one~~Issues ~~stock~~Task ~~split for all outstanding shares of stock at that date. On September 5~~Force), ~~2005~~ the ~~Company effected a five for two stock split for all outstanding shares of stock at that date. On March 20~~AICPA, ~~2009,~~and the ~~Company~~SEC ~~effected~~did anot, ~~stock~~or ~~dividend~~are ofnot ~~three~~believed ~~shares~~by ofmanagement ~~common~~will ~~stock for every one share of common stock held at the record date of March 23~~have, ~~2009. These~~a ~~stock~~material ~~splits~~impact on ~~have been retroactively reported in~~ the ~~shareholders~~Company's ~~equity~~present asor iffuture ~~the~~financial ~~stock splits occurred at inception~~statements.

InITEM ~~December, 1995 the Company issued 15,000,000 shares of its common stock to a shareholder in exchange for services~~7A. ~~The~~ ~~shares~~QUANTITATIVE ~~were~~AND ~~valued~~QUALITATIVE atDISCLOSURES ~~$.00004~~ABOUT ~~per~~MARKET ~~share for an aggregate of $600.~~RISK

InWe ~~April,~~do ~~1999~~not ~~the~~hold ~~Company~~any ~~issued~~derivative ~~4,500,000~~instruments ~~shares~~and do not engage in any hedging activities. Because some of ~~common~~our ~~stock~~expenses are in Canadian dollars, any exchange ~~for~~rate ~~cash~~change affecting the value of the in Canadian dollar relative to the U. ~~The~~S. ~~shares~~dollar could have an effect on our financial results as reported in U.S. dollars. If the in Canadian dollar were ~~valued~~to atdepreciate $against the U.~~000013~~S. ~~per~~dollar, ~~share~~amounts ~~for~~reported anin ~~aggregate~~U.S. ofdollars ~~$600~~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.

~~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.~~11

InITEM ~~October, 2004 the Company issued 50,000,000 shares in exchange for services rendered~~8. ~~The~~ ~~shares~~FINANCIAL ~~were valued at $~~STATEMENTS.~~0003 per share for an aggregate of $15,000.~~

InFIRST ~~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.~~CORPORATION

In(A ~~September,~~DEVELOPMENTAL ~~2005~~STAGE ~~two shareholders/officers cancelled 26,000,000 shares of stock that had previously been issued for services rendered.~~COMPANY)

InTABLE ~~December~~OF ~~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.~~CONTENTS

F- 7

		Page

Report of Independent Registered Public Accounting Firms		F-2/F-3

Balance Sheets as of September 30, 2012 and 2011		F-4

Statements of Operations -For the years ended September 30, 2012 and 2011 and from December 27, 1995 (date of inception) through September 30, 2012		F-5

Statement of Stockholders' Equity (Deficit) from December 27, 1995 (date of inception) through September 30, 2012		F-6/F-8

Statements of Cash Flows for the years ended September 30, 2012 and 2011 and from December 27, 1995 (date of inception) through September 30, 2012		F-9

Notes to Financial Statements		F-10/F-18

~~FIRST CORPORATION~~F-1

~~(AN~~RBSM ~~EXPLORATION STAGE COMPANY)~~LLP

~~NOTES~~CERTIFIED TOPUBLIC ~~THE FINANCIAL STATEMENTS~~ACCOUNTANTS

~~SEPTEMBER~~REPORT ~~30,~~OF ~~2011~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~In August of 2008, the~~ Board of Directors ~~passed a resolution, to amend~~ and ~~restate~~shareholders ~~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.

InFirst ~~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~~Corporation.

~~Also~~Essex, inUnited 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.Kingdom

InWe ~~March~~have audited the accompanying balance sheet of ~~2011,~~First Corporation (the “Company”), ~~issued~~a 1development Stage company as of September 30,~~017,250~~ ~~shares~~2012 and the related statements of ~~common~~operations, ~~stock~~stockholders’ ~~which~~equity ~~was~~and ~~valued~~cash atflows ~~$.51~~for ~~per~~the ~~share~~year ended September 30, ~~which~~2012. ~~was~~These ~~the~~financial ~~trading~~statements ~~price~~are the responsibility of the ~~common~~Company’s management. ~~stock~~Our responsibility is to express an opinion on ~~the~~these ~~date~~financial statements based on our audit. The accompanying financial statements of the ~~shares~~Company ~~were~~for ~~authorized~~the toperiod befrom ~~issued~~December 27, ~~for~~1995 ~~repayment~~(date of ~~advances~~inception) through ~~made~~September 30, 2011 were not audited by ~~shareholders~~us. toThose statements were audited by other auditors whose report, dated January 12, 2012 expresses an unqualified opinion on those statements and included an explanatory paragraph regarding the Company’s inability to continue as a going concern. The financial statements for the ~~amount~~period from December 27, 1995 (date of ~~$101~~inception) through September 30,~~725. This~~ ~~transaction~~2011, ~~generated~~reflect a net loss of on$1,066,451. ~~the~~Our ~~extinguishment~~opinion, ofinsofar ~~this~~as ~~debt~~it relates to the ~~Company~~amounts included for such prior periods as indicated in the ~~amount~~accompanying financial ofstatements ~~$417~~for such periods from December 27,~~055~~ 1995 (inception) through September 30, 2011 is based solely on the report of such other auditors.

~~NOTE~~We 5conducted –our ~~RELATED~~audit ~~PARTY~~in ~~TRANSACTIONS~~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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.

In ~~June~~our ofopinion, ~~2004~~the anfinancial ~~entity~~statements referred ~~related~~to byabove ~~common~~present ~~control~~fairly, ~~advanced~~in ~~$15~~all material respects,~~000~~ inthe financial position of First Corporation as of September 30, 2012 and the results of its operations and its cash toflows for the ~~Company. The~~year ~~balance~~ended ~~was~~September ~~repaid~~30, 2012, in ~~September~~conformity ofwith ~~2004~~accounting principles generally accepted in the United States.

InThe ~~May~~accompanying offinancial ~~2005~~statements have been prepared assuming that the Company will continue as a ~~shareholder~~going concern. As described in Note 2 of the accompanying financial statements, the Company ~~advanced~~is $6in development stage,~~500~~ tohas ~~the~~no ~~Company~~revenue, ~~for~~has ~~the~~incurred ~~payment~~significant losses since inception, and has a working capital deficiency as of ~~certain~~September ~~exploration~~30, ~~casts~~2012, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The ~~advance~~financial ~~bears~~statements nodo ~~interest~~not ~~rate~~include ~~and~~any isadjustments ~~payable~~that ~~upon~~might ~~demand~~result from the outcome of this uncertainty.

~~In October of 2004 the Company issued 50,000,000 shares to the Company’~~/s/ ~~president~~RBSM 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.LLP

~~During~~New ~~the year ended September 30~~York, ~~2005,~~New 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.York

~~During~~January ~~the year ended September 30~~2, ~~2008, the Company repaid $27,000 to the shareholder. At September 30, 2008, there were no outstanding shareholder loans.~~2013

~~In December of 2008 this same shareholder advanced $9,715 to the Company to assist with working capital needs. The Company repaid $~~F-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-REPORT 8OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~FIRST~~ To ~~CORPORATION~~the Board of Directors and Stockholders of First Corporation (An Exploration Stage Company)

We have audited the accompanying balance sheets of First Corporation (ANAn ~~EXPLORATION~~Exploration ~~STAGE~~Stage ~~COMPANY~~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.

~~NOTES~~ We TOconducted ~~THE~~our ~~FINANCIAL~~audits ~~STATEMENTS~~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.

~~SEPTEMBER~~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.

~~During~~The accompanying financial statements have been prepared assuming the ~~year~~Company ~~ended~~will ~~September~~continue ~~30,~~as ~~2010~~a ~~two~~going ~~shareholders~~concern. As ~~advanced~~discussed in Note 6 to the ~~sum~~financial statements, the Company has incurred a net operating loss of $801,~~750~~483,541 tosince ~~the~~inception ~~Company~~and has not attained profitable operations and is dependent upon obtaining adequate financing to ~~assist~~fulfill its planned activity. These factors raise substantial doubt that the Company ~~with~~will be ~~working~~able ~~capital~~to ~~needs~~continue as a going concern. ~~These~~Management’s ~~advances~~plans doin ~~not~~regard ~~carry~~to athese ~~stated~~matters ~~interest~~are ~~rate~~also ~~and~~discussed in Note 6. The financial statements do not ~~have~~include aany ~~maturity~~adjustments ~~date~~that ~~and~~might ~~are~~result ~~payable~~from to the ~~shareholder~~outcome ~~upon~~of ~~demand~~this uncertainty.

~~During~~/s/ ~~the~~Madsen ~~year~~& ~~ended~~Associates ~~September 30~~CPA’s, ~~2011, shareholders advanced the sum of $91,095 to the Company~~Inc. 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~~Madsen ~~the~~& ~~year~~Associates ~~ended September 30~~CPA’s, 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 CompanyInc.

~~NOTE~~Salt 6Lake –City, ~~CONVERTIBLE NOTE PAYABLE~~Utah

OnJanuary ~~April 8~~12, 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~~F-3

OnFIRST 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.CORPORATION

On(A ~~October~~DEVELOPMENTAL ~~16,~~STAGE 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.COMPANY)

F-BALANCE 9SHEETS

FIRST CORPORATION

	September 30, 2012			September 30, 2011

ASSETS

CURRENT ASSETS
Cash	$	4,475		$	27,793
Prepaid insurance		9,102			-

TOTAL CURRENT ASSETS		13,577			27,793

Investment in Gecko Landmarks Ltd, at fair value		1,000,000			-

TOTAL ASSETS	$	1,013,577		$	27,793

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	5,135		$	15,795
Accrued expenses		50,064			9,420
Due to stockholder		27,300			67,420
Convertible notes payable, net of debt discount of $142,499 and $94,737		1,271,261			155,263

TOTAL CURRENT LIABILITIES		1,353,760			247,898

COMMITMENTS AND CONTINGENCIES-See note

STOCKHOLDERS' DEFICIT
Preferred Stock, $ .001 par value, authorized 10,000,000 none issued		-			-
Common Stock, $ .001 par value, 1,000,000,000 shares authorized 263,852,500 and
258,852,250 shares issued and outstanding at September 30, 2012 and 2011, respectively		263,853			258,853
Additional paid-in capital		843,641			587,493
Accumulated deficit during developmental stage		(1,447,677	)		(1,066,451	)

TOTAL STOCKHOLDERS' DEFICIT		(340,183	)		(220,105	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,013,577		$	27,793

~~(AN~~The ~~EXPLORATION~~accompanying ~~STAGE~~notes ~~COMPANY)~~are an integral part of these financial statements

~~NOTES TO THE FINANCIAL STATEMENTS~~F-4

~~SEPTEMBER~~FIRST ~~30, 2011~~CORPORATION

As(A ofDEVELOPMENTAL ~~January~~STAGE ~~12, 2012, the date of issuance of these financial statements, the Company had not closed on this agreement~~COMPANY)

OnSTATEMENTS ~~June~~OF 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.OPERATIONS

NOTE 6 – GOING CONCERN

							From
	For the year			For the year ended			December 27, 1995
	ended			ended			(Date of Inception)
	September 30, 2012			September 30, 2011			September 30, 2012

Revenue	$	-		$	-		$	-

Total revenue		-			-			-

Operating Expenses
Mineral exploration costs		-			-			30,700
Write off mineral claim		-			-			15,000
General and administrative		151,889			315,476			661,736
Total operating expenses		151,889			315,476			707,436

Net income (loss) from operations		(151,889	)		(315,476	)		(707,436	)

Other expenses

Loss from extinguishment of debt		-			417,055			417,055
Interest and amortization of debt discount		229,337			93,849			323,186
Total other expenses		229,337			510,904			740,241

Net loss	$	(381,226	)	$	(826,380	)	$	(1,447,677	)

Weighted average common shares		262,647,021			254,226,100

Net Loss Per Share
(Basic and Fully Dilutive)	$	-		$	-

The accompanying ~~financial~~notes ~~statements~~are ~~have~~an ~~been~~integral ~~prepared~~part ~~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~~these 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- 105

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

~~None.~~(A DEVELOPMENTAL STAGE COMPANY)

~~ITEM~~STATEMENT ~~9A. CONTROLS~~OF ~~AND~~STOCKHOLDERS' ~~PROCEDURES.~~DEFICIT

~~Evaluation~~FROM ~~of Disclosure Controls and Procedures~~INCEPTION

AsTHROUGH ofSEPTEMBER ~~the end of the period covered by this report~~30, 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.2012

Management’s Annual Report on Internal Control over Financial Reporting

	Preferred Stock				Common Stock
	Number of Shares		Par Value Amount		Number of Shares			Par Value Amount			Additional Paid- In Capital			Accumulated Deficit During Developmental Stage			Total

Balance, December 27, 1995 (inception)		-	$	-		-		$	-		$	-		$	-		$	-

Issuance of common stock in exchange for services		-		-		150,000,000			150,000			(149,250	)		-			750

Net loss		-		-		-			-			-			(750	)		(750	)

Balance, September 30, 1996		-		-		150,000,000			150,000			(149,250	)		(750	)		-

Balance, September 30, 1997		-		-		150,000,000			150,000			(149,250	)		(750	)		-

Balance, September 30, 1998		-		-		150,000,000			150,000			(149,250	)		(750	)		-

Issuance of common stock for cash at $0.00001 per share		-		-		60,000,000			60,000			(59,400	)		-			600

Balance, September 30, 1999		-		-		210,000,000			210,000			(208,650	)		(750	)		600

Balance, September 30, 2000		-		-		210,000,000			210,000			(208,650	)		(750	)		600

Balance, September 30, 2001		-		-		210,000,000			210,000			(208,650	)		(750	)		600

Balance, September 30, 2002		-		-		210,000,000			210,000			(208,650	)		(750	)		600

Balance, September 30, 2003		-		-		210,000,000			210,000			(208,650	)		(750	)		600

Issuance of common stock for cash at $0.0025 per share		-		-		8,800,000			8,800			13,200			-			22,000

Balance, September 30, 2004		-		-		218,800,000			218,800			(195,450	)		(750	)		22,600

Issuance of common stock in exchange for services		-		-		500,000,000			500,000			(485,000	)		-			15,000

Issuance of common stock for cash at $0.0025 per share		-		-		1,600,000			1,600			2,400			-			4,000

Cancellation of shares		-		-		(260,000,000	)		(260,000	)		260,000			-			-

Net loss		-		-		-			-			-			(46,376	)		(46,376	)

Balance, September 30, 2005		-		-		460,400,000			460,400			(418,050	)		(47,126	)		(4,776	)

Net loss		-		-		-			-			-			(606	)		(606	)

Balance, September 30, 2006		-		-		460,400,000			460,400			(418,050	)		(47,732	)		(5,382	)

~~Our~~The ~~management~~accompanying isnotes ~~responsible~~are ~~for~~an ~~establishing~~integral ~~and~~part ~~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~~these ~~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.F-6

~~This~~FIRST 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.CORPORATION

~~Changes~~(A inDEVELOPMENTAL ~~Internal~~STAGE ~~Controls over Financial Reporting~~COMPANY)

InSTATEMENT ~~connection~~OF ~~with~~STOCKHOLDERS' 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.DEFICIT

~~ITEM~~FROM ~~9B. OTHER INFORMATION.~~INCEPTION

~~None.~~THROUGH SEPTEMBER 30, 2012

	Preferred Stock				Common Stock
	Number of Shares		Par Value Amount		Number of Shares			Par Value Amount			Additional Paid- In Capital			Accumulated Deficit During Developmental Stage			Total

Balance, October 1, 2006		-	$	-		460,400,000		$	460,400		$	(418,050	)	$	(47,732	)	$	(5,382	)

Net loss		-		-		-			-			-			(25,472	)		(25,472	)

Balance, September 30, 2007		-		-		460,400,000			460,400			(418,050	)		(73,204	)		(30,854	)

Issuance of common stock for cash at $0.00375 per share		-		-		28,280,000			28,280			77,770			-			106,050

Net loss		-		-		-			-			-			(72,926	)		(72,926	)

Balance, September 30, 2008		-		-		488,680,000			488,680			(340,280	)		(146,130	)		2,270

Cancellation of shares-President- March 17, 2009		-		-		(192,000,000	)		(192,000	)		192,000			-			-

Cancellation of shares-Secretary/Treasurer- March 17, 2009		-		-		(48,000,000	)		(48,000	)		48,000			-			-

Net loss		-		-		-			-			-			(18,041	)		(18,041	)

Balance, September 30, 2009		-		-		248,680,000			248,680			(100,280	)		(164,171	)		(15,771	)

Net loss		-		-		-			-			-			(75,900	)		(75,900	)

Balance, September 30, 2010		-		-		248,680,000			248,680			(100,280	)		(240,071	)		(91,671	)

Issuance of Common Stock - March 15, 2011 @ $0.051 per share		-		-		1,997,500			1,998			99,875			-			101,873

Issuance of Common Stock - March 15, 2011 @ $0.051 per share		-		-		8,175,000			8,175			408,732			-			416,907

Beneficial conversion - convertible note		-		-		-			-			179,166			-			179,166

Net loss		-		-		-			-			-			(826,380	)		(826,380	)

Balance, September 30, 2011		-		-		258,852,500			258,853			587,493			(1,066,451	)		(220,105	)

~~ITEM~~The ~~10. DIRECTORS,~~accompanying ~~EXECUTIVE~~notes ~~OFFICERS,~~are ~~PROMOTERS~~an ~~AND~~integral ~~CONTROL~~part ~~PERSONS;~~of ~~COMPLIANCE~~these ~~WITH~~financial ~~SECTION 16(A) OF THE EXCHANGE ACT; CORPORATE GOVERNANCE.~~statements

Name		Age		Position
Andrew Clarke		36		Chief Executive Officer and Director

F-7

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

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)~~A ~~Ltd~~DEVELOPMENTAL -STAGE 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.COMPANY)

~~Committees~~STATEMENT ofOF ~~the~~STOCKHOLDERS' ~~Board of Directors~~DEFICIT

~~Our~~FROM 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.INCEPTION

~~Compliance~~THROUGH ~~with~~SEPTEMBER ~~Section~~30, ~~16(A) of the Securities Exchange Act~~2012

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.

	Preferred Stock				Common Stock
	Number of Shares		Par Value Amount		Number of Shares		Par Value Amount		Additional Paid- In Capital		Accumulated Deficit During Developmental Stage			Total

Balance,October 1, 2011		-	$	-		258,852,500	$	258,853	$	587,493	$	(1,066,451	)	$	(220,105	)

Issuance of Common Stock for cash (net of fees-$10,000) in December 2011		-		-		5,000,000		5,000		35,000		-			40,000

Beneficial conversion feature on convertible notes		-		-		-		-		221,148		-			221,148

Net loss		-		-		-		-		-		(381,226	)		(381,226	)

Balance, September 30, 2012		-		-		263,852,500	$	263,853	$	843,641	$	(1,447,677	)	$	(340,183	)

10The accompanying notes are an integral part of these financial statements

~~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:~~F-8

~~Employment~~FIRST ~~Contracts~~CORPORATION

~~Effective December 9, 2010, First Corporation entered into a Contract for Service, among the company, Caruso~~ (~~UK)~~A ~~Limited~~DEVELOPMENTAL ~~and~~STAGE ~~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~~COMPANY) ~~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~~STATEMENTS ~~Option~~OF ~~Grants~~CASH FLOWS

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.

	Year Ended September 30, 2012			Year Ended September 30, 2011			From December 27, 1995 (Date of inception) to September 30, 2012
Cash flows from operating activities:
Net loss	$	(381,226	)	$	(826,380	)	$	(1,447,677	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non cash expenses
Amortization of debt discount		173,386			84,429			257,815
Issuance of stock for services rendered		-			-			15,750
Write off mineral claims		-			-			15,000
Loss on extinguishment of debt		-			417,055			417,055
Changes in operating assets and liabilities:
Prepaid expenses		(9,102	)		-			(9,102	)
Accounts payable		(10,660	)		12,174			5,135
Accrued expenses		64,284			9,420			73,704
Net cash used in operating activities		(163,318	)		(303,302	)		(672,320	)

Investing activities:
Acquisition of mineral claims		-			-			(15,000	)
Net cash used in investing activities		-			-			(15,000	)

Cash flows from financing activities:
Proceeds from convertible promissory notes		100,000			250,000			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			331,095			691,795

Net increase (decrease) in cash		(23,318	)		27,793			4,475

Cash at the beginning of period		27,793			-			-

Cash at the end of period	$	4,475		$	27,793		$	4,475

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-

Taxes	$	-		$	-

Non-cash investing and financing activities:

Issuance of stock for services	$	-		$	-		$	15,750
Issuance of stock for shareholder advances	$	-		$	101,725		$	101,725
Beneficial conversion feature of convertible notes payable	$	221,148		$	-		$	221,148
Issuance of convertible notes payable for investment	$	1,000,000		$	-		$	1,000,000
Issuance of convertible notes payable in settlement of accrued interest	$	23,640		$	-		$	23,640
Reclass from shareholder advance into convertible notes payable	$	40,120		$	-		$	40,120

~~ITEM~~The ~~12. SECURITY~~accompanying ~~OWNERSHIP~~notes OFare ~~CERTAIN~~an ~~BENEFICIAL~~integral ~~OWNERS~~part ~~AND~~of ~~MANAGEMENT~~these ~~AND~~financial ~~RELATED STOCKHOLDER MATTERS.~~statements

~~Security Ownership of Certain Beneficial Owners~~F-9

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.FIRST CORPORATION

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

(A DEVELOPMENTAL STAGE COMPANY)

11NOTES TO THE FINANCIAL STATEMENTS

~~(1) DeMatco Group Corp is a subsidiary of DeMatco Inc. which is approximately~~ SEPTEMBER 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.2012

~~(2)~~NOTE 1 ~~Mount~~– ~~Elba~~Description ~~Ltd.~~of ~~is beneficially owned by Neil Coles.~~Business

~~Under~~First ~~Rule~~Corporation ~~13d-3,~~(the a"Company") was ~~beneficial~~incorporated ~~owner~~under ofthe alaws ~~security~~of ~~includes~~the ~~any~~State ~~person~~of ~~who,~~Colorado ~~directly~~on orDecember ~~indirectly~~27, ~~through~~1995. ~~any~~The ~~contract,~~Company's ~~arrangement,~~activities ~~understanding,~~to ~~relationship,~~date orhave ~~otherwise~~been ~~has~~limited to ororganization ~~shares:~~and ~~(i)~~capital ~~voting~~formation. ~~power,~~The ~~which~~Company ~~includes~~was ~~the~~originally ~~power~~"an toexploration ~~vote,~~stage orcompany" toand ~~direct~~had ~~the~~acquired ~~voting~~a series of ~~shares;~~mining ~~and~~claims ~~(ii)~~for ~~investment~~exploration ~~power,~~and ~~which~~formulated ~~includes~~a ~~the~~business ~~power~~plan to ~~dispose~~investigate ~~or direct~~ the ~~disposition~~possibilities of ~~shares.~~a ~~Certain~~viable ~~shares~~mineral ~~may~~deposit. beHowever, due ~~deemed~~ to bedifficulty ~~beneficially~~securing ~~owned by more than one person (if~~financing, ~~for~~the ~~example,~~board ~~persons~~of ~~share~~directors ~~the~~voted ~~power~~ to ~~vote~~discontinue oroperations ~~the~~of ~~power~~mineral toclaims, ~~dispose~~and ofpursue ~~the~~other investment ~~shares)~~opportunities. InThe ~~addition,~~company ~~shares~~is ~~are~~a ~~deemed~~development tostage beentity, ~~beneficially~~as ~~owned~~defined by ~~a person if~~ the ~~person~~Financial ~~has~~Accounting ~~the~~Standards ~~right~~Board ~~to acquire the shares~~ (~~for~~"FASB") Accounting ~~example,~~Standards ~~upon~~Codification ~~exercise of an option~~("ASC") ~~within~~Topic ~~60 days of the date as of which the information is provided~~915.

InTo ~~computing~~date, the ~~percentage~~Company ~~ownership~~has ofgenerated ~~any~~no ~~person~~sales revenues, ~~the~~and ~~amount~~has ofincurred ~~shares~~significant ~~outstanding~~expenses ~~is deemed to include the amount of shares beneficially owned by such person (~~and ~~only~~has ~~such~~sustained ~~person) by reason of these acquisition rights~~losses. ~~As a result~~Consequently, the ~~percentage~~Company's ofoperations ~~outstanding~~are ~~shares~~subject ofto all ~~any~~the ~~person~~risks asinherent ~~shown~~ in ~~this table does not necessarily reflect~~ the ~~person’s~~establishment ~~actual~~of ~~ownership~~a ornew ~~voting~~business ~~power~~enterprise. ~~with~~For ~~respect to~~ the ~~number~~period offrom ~~shares~~inception ~~of common stock actually outstanding~~ on ~~the~~December ~~date~~27, 1995 (Date of ~~this~~Inception) ~~Annual~~through ~~Report. As of~~ September 30, ~~2011~~2012, wethe ~~had~~Company ~~25,885,250~~has ~~shares~~accumulated losses of ~~common stock issued and outstanding~~$1,447,677.

~~Security~~NOTE 2- ~~Ownership~~Summary of ~~Management~~Significant Accounting Policies

~~None.~~(A) Basis of Presentation

~~Changes~~The accompanying audited financial statements are presented in ~~Control~~United States dollars under accounting principles generally accepted in the United States of America.

~~None.~~(B) Going Concern

~~Securities~~As ~~Authorized~~reflected in the accompanying audited financial statements, the Company is in the development stage. The accompanying audited financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying audited financial statements, the Company has no sales and has incurred a net loss of $1,447,677 since inception used $163,318 in cash for ~~Issuance~~operating ~~under~~activities ~~Equity~~for ~~Compensation~~the ~~Plans~~year ended September 30, 2012.

~~None~~This raises substantial doubt about its ability to continue as a going concern. The audited financial statements do not include any adjustments that might be necessary if the Company is 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. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all.

12(C) Cash and Cash Equivalents

~~ITEM~~For ~~13. CERTAIN~~purposes ~~RELATIONSHIPS~~of ~~AND~~the ~~RELATED~~statement ~~TRANSACTIONS~~of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

~~Except~~(D) asUse ~~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:Estimates

~~• Any~~The preparation of ~~our~~audited ~~directors~~financial orstatements in ~~officers;~~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 audited financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates.

~~• Any person proposed as a nominee for election as a director;~~F-10

~~• 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;~~FIRST CORPORATION

~~• Any~~(A ofDEVELOPMENTAL STAGE ~~our promoters; and~~COMPANY)

~~• Any~~NOTES TO ~~relative~~THE orFINANCIAL ~~spouse of any of the foregoing persons who has the same house as such person.~~STATEMENTS

~~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~~SEPTEMBER 30,~~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.2012

~~ITEM~~(E) ~~14. PRINCIPAL~~Fair ~~ACCOUNTANT~~Value ~~FEES~~of ~~AND~~Financial ~~SERVICES.~~Instruments

~~Audit~~Fair Value ~~Fees~~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.

~~The~~Level 1 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~~Quoted ~~services~~prices ~~that are normally provided by the accountant~~ in ~~connection~~active ~~with~~markets ~~statutory~~for ~~and~~identical ~~regulatory~~assets ~~filings~~ or ~~engagements for these fiscal periods were as follows:~~liabilities.

	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

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 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.

13Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~ITEM~~To 15the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value requires more judgment. ~~EXHIBITS~~ In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Exhibit
Number		Description of Exhibits
3.1		Articles of Incorporation*
3.2		Bylaws*
10.1		Acquisition Agreement *
10.2		Amending Agreement*

The carrying value 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 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.

31The Company ~~Certification~~considers ofits ~~Chief~~investment ~~Executive~~in ~~Officer~~Gecko asLandmarks ~~adopted~~Ltd ~~pursuant~~ to ~~Section~~be ~~302~~level 3, and accounting guidance requires a reconciliation of the beginning ~~Sarbanes-Oxley~~and ~~Act~~ending balances for each major category of ~~2002~~assets. The reconciliation is as follows:

~~32 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes~~F-~~Oxley Act of 2002.~~11

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

14(A DEVELOPMENTAL STAGE COMPANY)

~~SIGNATURES~~NOTES TO THE FINANCIAL STATEMENTS

~~In accordance with Section 13 or 15(d) of the Exchange Act~~SEPTEMBER 30, ~~the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~2012

	FIRST CORPORATION
		Fair Value Measurements Using Significant
Dated: January 12, 2012
		Unobservable Inputs (Level 3)
	By:	/s/Andrew Clarke
		Year Ended		Year Ended
		Chief Financial Officer, Principal
		September 30, 2012		September 30, 2011
		Accounting Officer and Director
Beginning balance of investments in Level 3		$	-	$	-
Total unrealized gains included in comprehensive income			-		-
Purchases in and/ or sales out of level 3			1,000,000		-
Transfers in/out of Level 3			-		-
Ending balance of investments in Level 3		$	1,000,000	$	-

In(F) ~~accordance~~Per ~~with~~Share ~~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.~~Data

~~Name~~Basic ~~Position~~and ~~Signature~~diluted ~~Andrew~~net ~~Clarke~~loss ~~CEO~~per ~~and~~common ~~Director~~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 stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's/ common ~~Andrew~~stock ~~Clarke~~at ~~(Principal~~the ~~Accounting~~average market price during the period. For the years ended September 30, 2012, and ~~Financial~~2011, ~~Officer)~~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.

15(G) Provision for Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which 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.

F-12

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(H)

Impairment of Long-Lived Assets

In accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill and others”, the Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset. At September 30, 2012, the company does not believe its long term asset requires an impairment loss.

(I)

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.

(J)

Reclassification

Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses.

(K)

Recent Accounting 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.

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 financial statements.

NOTE 3- Investment in Gecko Landmarks, Ltd

The Company 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 provided 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.

Effective June 4, 2012, The Company conducted the closing of its Securities Subscription and Option Agreement with Gecko Landmarks Limited, a limited liability company formed under the laws of Finland. First Corporation purchased a 10% equity interest in Gecko for an aggregate purchase price of $1,000,000. The purchase was funded by issuance of convertible notes in the original principal amount of $1,000,000. (Note 6).

F-13

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

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 September 30, 2012, the Company has not exercised the option for additional ownership in Gecko. This option has subsequently been extended to January 31, 2013 by mutual consent of the parties.

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 150,000,000 shares of its common stock to a shareholder in exchange for services. The shares were valued at $.0000054 per share for an aggregate of $750.

In April, 1999 the Company issued 60,000,000 shares of common stock in exchange for cash. The shares were valued at $.00001 per share for an aggregate of $600.

In September, 2004 the Company issued 8,800,000 shares of common stock in exchange for cash. The shares were valued at $.0025 per share for an aggregate of $22,000.

In October, 2004 the Company issued 500,000,000 shares in exchange for services rendered. The shares were valued at $.00003 per share for an aggregate of $15,000.

In December, 2004 the Company issued 1,600,000 shares in exchange for cash. The shares were valued at $.0025 per share for an aggregate of $4,000.

In September, 2005 two shareholders/officers cancelled 260,000,000 shares of stock that had previously been issued for services rendered.

In December 2007, the Company issued 28,280,000 in exchange for cash. The shares were valued at $.00375 per share for an aggregate of $106,050.

In August of 2008, the Board of Directors passed a resolution, to amend and restate the Company’s articles of incorporation. The amended articles of incorporation increase the number of authorized shares of common stock 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.

F-14

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

In March of 2009, two shareholders/officers of the Company cancelled 240,000,000 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 248,680,000 shares of common stock issued and outstanding.

In March of 2011, the Company issued 10,172,500 shares of common stock which was valued at $.51 per share, 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

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 of 2011, an accredited investor agreed to purchase 5,000,000 shares of the corporation's common stock at a price of $0.010 per share for a total of $40,000, net of fees.

In August, 2012, the Company amended its articles of incorporation to increase the authorized stock from one hundred million shares, par value $.001 per share, to 1,000,000,000 shares, par value $.001 per share. The board also approved a 10-for-1 split of the issued and outstanding shares which took effect on October 2012 and effectively increased the issued and outstanding common shares increased from 26,385,250 to 263,852,500 as of September 30, 2012. All references in the audited financial statement and notes thereto have been retroactively restated to reflect the August 2012 stock split.

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 500,000,000 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.

F-15

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

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.

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 10,172,500 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.

During the year ended September 30, 2012, the Company re-class $40,120 of a shareholder/officer or a company controlled by the shareholder/office of the Company into the convertible note. (refer note 6).

As of September 30, 2012, the Company owed two separate shareholders the sum of $27,300 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 6 – Convertible Notes 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 an initial due date of April 8, 2012. The note also provides for potential conversion into common stock of the Company at a price of $.060 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 has been fully amortized. The note holders agreed to extend the note to April 26, 2013, including accrued interest in the amount of $23,640, plus shareholder loan amount of $40,120. The new note amounts to $313,760 and has a beneficial conversion feature, for which the Company has recorded a debt discount in the amount of in the amount of $26,147. As of September 30, 2012, the Company has accrued interest payable on the face amount of the note in the amount of $11,763. The Company has also recognized $105,984 and $84,429 as interest expense for the year ended September 30, 2012 and 2011, respectively, from the amortization of the debt discount

F-16

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

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 $.060 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 September 30, 2012, the Company has accrued interest payable on the face amount of the note in the amount of $4,690. The company has also recognized $11,671 as interest expense from the amortization of the debt discount.

On June 1, 2012, and June 11, 2012 the company issued 8% convertible notes payable in the aggregate principal face amounts of $1,000,000 in exchange for cash proceeds of the same amount. The notes provides for the payment of 8% interest per annum with a due dates of June 1, 2013 and June 11, 2013. The notes 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 debt discounts in the amount of $175,000. The debt discount is being amortized to the maturity date of the notes, which is twelve months from the dates of issuance. At September 30, 2012, the Company has accrued interest payable on the face amount of the note in the amount of $25,278. The Company has also recognized $55,731 as interest expense 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. As of the date of issuance of these financial statements, the Company had not closed on this agreement.

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 the date of issuance of these financial statements, the Company had not closed on this agreement.

F-17

FIRST CORPORATION

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 8-COMMITMENTS AND CONTINGENCIES

Consulting agreements

In August, 2012 the Company entered into a consulting agreement with an individual who will join the Board of Gecko Landmarks Ltd. and provide feedback and recommendations regarding investment and development initiatives, at an annual expense of $50,000, plus expenses and number of shares to be determined at a future date. Consulting expense for the year ended September 30, 2012 relating to this agreement is $8,333 and is included in general and administrative expense.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described, we are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

NOTE 9 – Subsequent Events

Management evaluated all activities of the Company through issuance date of the Company's audited financial statements and concluded that the following subsequent events have occurred that would require adjustments or disclosures to the audited financial statements.

On December 20, 2012, the company issued 8% convertible notes payable in the aggregate principal face amounts of $42,500 in exchange for cash proceeds of the same amount. The notes provides for the payment of 8% interest per annum with a due dates of December 20, 2013. The notes also provides for potential conversion into common stock of the Company at a price of $0.03 per share.

F-18

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

Previous Independent Registered Public Accounting Firm

First Corporation has replaced Madsen & Associates CPA’s, Inc. as its independent registered public accounting firm, effective as of February 6, 2012, and has engaged RBSM LLP, Certified Public Accountants, as its new independent registered public accounting firm as of and for the year ended September 30, 2012. As described below, the change in independent registered public accounting firm is not the result of any disagreement with Madsen & Associates.

The reports of Madsen & Associates on the Company's financial statements as of and for the years ended September 30, 2011 and 2010 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each such report did contain a “going concern qualification” which is an explanatory paragraph which noted that there was substantial doubt as to First Corporation’s ability to continue as a going concern as First Corporation has incurred net losses since inception and existing uncertain conditions which it faces relative to its obtaining capital in the equity markets.

First Corporation’s sole director made the decision to change independent accountants by written consent dated February 6, 2012.

During the period from October 31, 2009 through February 6, 2012, there were no (i) disagreements with Madsen & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madsen & Associates, would have caused Madsen & Associates to make reference to the subject matter of such disagreements in its reports on the financial statements for such years or (ii) reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.

New Independent Registered Public Accounting Firm

On February 6, 2012, we engaged RBSM LLP, Certified Public Accountants, as our independent accountants for the year ending September 30, 2012. Our sole director made the decision to engage RBSM LLP by written consent on February 6, 2012.

First Corporation has not consulted with RBSM LLP, during our two most recent fiscal years or during any subsequent interim period prior to its appointment as our new accounting firm, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us that RBSM LLP concluded was an important factor considered by First Corporation in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

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, not 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.

With the participation of our Principal Executive Officer/ Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2012 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2012 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended September 30, 2012 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended September 30, 2012 are fairly stated, in all material respects, in accordance with US GAAP.

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.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Principal Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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 last quarter and materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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

Name	Age	Position

Andrew Clarke	37	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

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 receives 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, 2012, 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 20, 2012. 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		68,675,000	(1)		26.03

Common Stock	Mount Elba Ltd.(2) c/o Miller Simons O’Sullivan PO Box 260 Beatrice Butterfield Building Providenciales Turks and Caicos Islands		28,500,000			10.80

(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 11,000,000 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 12,000,000 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, 2012, we had 263,852,500 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.

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 $1,413,760 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, 2012 and 2011 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, 2012
Audit Fees	$	18,500	$	20,135
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	18,500	$	20,135

ITEM 15. EXHIBITS.

Exhibit
Number		Description of Exhibits

3.1		Articles of Incorporation*

3.2		Bylaws*

3.3		Articles of Amendment to Articles of Incorporation

10.1		Acquisition Agreement *

10.2		Amending Agreement*

10.3		Contract for Services among First Corporation, Caruso Limited and Andrew John Clarke**

10.4		Letter Agreement with Thomas Wikstrom***

10.5		Securities Purchase Agreement with Investa Securities Limited***

10.6		Form of Convertible Note***

10.7		Securities Subscription and Option Agreement, by and between First Corporation and Gecko Landmarks Limited****

10.8		Shareholders’ Agreement among Shareholders of Gecko Landmarks Limited****

10.9		Securities Purchase Agreement with ISI Nominees Limited*****

10.10		Form of Convertible Note*****

10.11		Amendment to Letter Agreement with Thomas Wikstrom*****

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.

Filed with the SEC as an exhibit to our Current Report on Form 8-K on December 15, 2010.

***

Filed with the SEC as an exhibit to our Current Report on Form 8-K on April 4, 2011.

****

Filed with the SEC as an exhibit to our Current Report on Form 8-K on April 13, 2012 and as an attachment to our Information Statement on Schedule 14C on May 8, 2012.

*****

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q for the three months ended June 30, 2012.

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 7, 2013

	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

Filing Compare · FIRST CORP /CN/