FIRST CORP /CN/

The Company has authorized the issuance of 10,000,000 shares of preferred stock, with a par value of $.001 per share. The Company’s Board of Directors has broad discretion to create one or more series of preferred stock and to determine the rights, preferences, and privileges of any such series. As of December 31, 2012, none have been issued.

On December 20, 2012, the Company issued 8% convertible notes payable in the principal face amount 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 date of December 20, 2013. The notes also provides for potential conversion into common stock of the Company at a price of $.03 per share. Based upon the intrinsic value of the date of issuance the note does not have a beneficial conversion feature. At December 31, 2012, the Company has accrued interest payable on the face amount of the note in the amount of $104.

For the three months ended December 31, 2012, we had general and administrative expenses of approximately $48,000 compared with approximately $16,000 for the three months ended December 31, 2011. The increase resulted from increased professional and consulting fees following our purchase of 10% of Gecko Landmarks Ltd. and the related option and our increase in authorized shares and related stock split. Other expenses in both quarters consisted primarily of legal and accounting fees in connection with our quarterly and annual reports and shareholder approval and related SEC filings.

As reflected in the accompanying unaudited condensed financial statements, First Corporation is in the development stage. The accompanying unaudited condensed financial statements have been prepared assuming we will continue as a going concern. As shown in the accompanying unaudited condensed financial statements, we have no sales and have incurred a net loss of $1,580,229 since inception.

This raises substantial doubt about First Corporation’s ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital and implement its business plan.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During the quarter, we received a letter from our auditor in connection with its audit of our financial statements for the year ended September 30, 2012, 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.