United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 0 - 52724
FIRST CORPORATION
Exact name of small business issuer as specified in its charter
Colorado 90-0219158
(State or other jurisdiction of
I.R.S. Employer
incorporation or organization)
Identification Number
254-16 MIDLAKE BOULEVARD, CALGARY, AB T2X 2X7
(Address of principal executive office)
(403) 461-7283
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
Common equity as of the last practicable date: 12,217,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of the date of this report the Registrant had 12,217,000 shares issued and outstanding
Item 1.
FIRST CORPORATION
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2008
(Unaudited)
FIRST CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
June 30, 2008 and September 30, 2007
(Prepared by Management)
| June 30, | September 30, | ||
| 2008 | 2007 | ||
ASSETS |
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Current Cash | $ 2,515 | $ 171 | ||
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Total Current Assets | 2,515 | 171 | ||
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Total Assets | $ 2,515 | $ 171 | ||
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Current |
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Accounts Payable | 145 | 4,025 | ||
Advance from Shareholder |
| 27,000 | ||
Total Current Liabilities |
| 31,025 | ||
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Preferred stock |
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10,000,000 | shares authorized, $0.001 par value |
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None issued |
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Common stock |
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100,000,000 | shares authorized, $0.001 par value |
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12,217,000 | shares issued and outstanding at June 30,2008 |
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11,510,000 | Sharers issued and outstanding September 30, 2007 | 12,217 | 11,510 | |
Additional paid-in capital | 136,183 | 30,840 | ||
Deficit accumulated during the development stage | (146,030 | (73,204) | ||
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Total Stockholders Equity (Deficit) | 2,370 | (30,854) | ||
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Total Liabilities and Stockholders’ Equity | $ 2,515 | $ 171 | ||
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SEE ATTACHED NOTES
FIRST CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
for the three and nine months ended June 30, 2008 and 2007
and for the period March 27, 1995 (Inception) to June 30, 2008
(Prepared by Management)
March 27, 1995
(Inception)
Three Months Ended Nine Months Ended
through
June 30 June 30 June 30
| 2008 | 2007 | 2008 | 2007 | 2008 |
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Revenue | $ - | $ - | $ - | $ - | $ - |
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Operating Expenses |
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Mineral exploration costs | - | 20,000 | - | 20,000 | 30,700 |
Write off mineral claim | - | - | - | - | 15,000 |
General and administrative | 59,646 | 1,052 | 72,826 | 5,473 | 146,030 |
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Total Operating Expenses | 59,646 | 21,052 | 72,826 | 25,473 | 146,030 |
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Net Loss | $ (59,646) | $ (21,052) | $ (72,826) | $ (25,473) | $ (146,030) |
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Weighted Average Common Shares Outstanding | 12,217,000 | 11,510,000 | 12,059,888 | 11,510,000 | 12,217,000 |
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Net Loss Per Share (Basic and Fully Dilutive) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) |
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SEE ATTACHED NOTES
FIRST CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
for the nine months ended June 30, 2008 and 2007
and for the period March 27, 1995 (Inception) to June 30, 2008
(Prepared by Management)
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| March 27, 1995 | ||
| Three | Months Ended | Nine months ended | (Inception) To | (Inception) | ||
| June | 30 | June 30 | June 30, | |||
| 2008 | 2007 | 2008 | 2007 | 2008 | ||
Operating Activities |
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Net loss | $ (59,646) | $ (21,052) | $ (72,826) | $ (25,472) | $ (146,030) | ||
Adjustments to reconcile Net (loss) to Net Cash Provided by Operating Activities: |
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Changes in Operating Assets and Liabilities |
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Accounts Payable | - | - | (3,880) | 4,025 | 145 | ||
Issuance of stock for services rendered | - | - | - | - | 15,750 | ||
Write off of mineral claims | - | - | - | - | 15,000 | ||
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Net Cash Used in Operating Activities | (59,646) | (21,052) | 76,706) | (21,447) | (115,135) | ||
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Cash Flows from Investing Activities |
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Acquisition mineral claims | - | - | - | - | (15,000) | ||
Net Cash Provided by Investing Activities | - | - | - | - | (15,000) | ||
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Cash Flows from Financing Activities |
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Proceeds from note payable to related party | - | - | - | - | 15,000 | ||
Repayment of note payable to related party | - | - | - | - | (15,000) | ||
Advance from shareholder | - | 20,500 | - | 20,500 | 27,000 | ||
Repayments to shareholder | (500) | - | (27,000) | - | (27,000) | ||
Issuance of common stock for cash | - | - | 106,050 | - | 132,650 | ||
Net Cash Provided by Financing Activities | (500) | 20,500 | 79,050 | 20,500 | 132,650 | ||
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Increase (decrease) in cash during the period | (60,146) | (552) | 2,344 | (947) | 2,515 | ||
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Cash, beginning of the period | 62,661 | 723 | 171 | 1,118 | - | ||
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Cash, end of the period | $ 2,515 | $ 171 | $ 2,515 | $ 171 | $ 2,515 | ||
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Non-cash Investing and Financing Activities |
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Issuance of stock for Services | $ - | $ - | $ - | $ - | $ 15,750 | ||
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SEE ATTACHED NOTES
FIRST CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 1 – BASIS OF PRESENTATION
The interim financial statements of First Corporation (the Company) for the three and nine months ended June 30, 2008 and 2007 and for the period from date of inception on December 27, 1995 to June 30, 2008 are not audited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all of the disclosures required to be in conformity with accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of June 30, 2008 and 2007 and the results of its operations and cash flows for the three and nine months ended June 30, 2008 and 2007 and for the period from the date of inception on December 27, 1995 to June 30, 2008. The results of operations for the three and nine months ended June 30, 2008 and 2007 are not necessarily indicative of the results for a full year period.
NOTE 2 – NATURE AND PURPOSE OF BUSINESS
First Corporation (the “Company”) was incorporated under the laws of the State of Colorado on December 27, 1995. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit.
NOTE 3 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the 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.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential
dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES:
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements
NOTE 4 – MINERAL CLAIMS
The Company 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, 2007. On May 20, 2008, due to market conditions and the inability to attract additional capital, management made the decision to not renew ownership of the mineral claims and to seek other business opportunities.
NOTE 5 – COMMON STOCK
On October 10, 2004 the Company effected a two for one stock split for all outstanding shares of stock at that date. On September 5, 2005 the Company effected a five for two stock split for all outstanding shares of stock at that date. These stock splits have been retroactively reported in the shareholders equity as if the stock splits occurred at inception.
In December, 1995 the Company issued 3,750,000 shares of its common stock to a shareholder in exchange for services. The shares were valued at $.002 per share for an aggregate of $600.
In April, 1999 the Company issued 1,500,000 shares of common stock in exchange for cash. The shares were valued at $.0004 per share for an aggregate of $600.
In September, 2004 the Company issued 220,000 shares of common stock in exchange for cash. The shares were valued at $.10 per share for an aggregate of $22,000.
In October, 2004 the Company issued 12,500,000 shares in exchange for services rendered. The shares were valued at $.0012 per share for an aggregate of $15,000.
In December, 2004 the Company issued 40,000 shares in exchange for cash. The shares were valued at $.10 per share for an aggregate of $4,000.
In September, 2005 two shareholders/officers cancelled 6,500,000 shares of stock that had previously been issued for services rendered.
In December, 2007 the Company issued 707,000 shares in exchange for cash. The shares were valued at $ .15 per share.
NOTE 6 – RELATED PARTY TRANSACTIONS
In June of 2004 an entity related by common control advanced $15,000 in cash to the Company. The balance was repaid in September of 2004.
In May of 2005 a shareholder of the Company advanced $6,500 to the Company for the payment of certain exploration casts. The advance bears no interest rate and is payable upon demand.
In October of 2004 the Company issued 12,500,000 shares to the Company’s president for services rendered. Also, in October of 2004 the Company acquired mineral claims from this same individual by paying cash in the amount of $15,000. This transaction is also described in Note 3 to the financial statements.
During the year ended September 30, 2005, a shareholder advanced the Company $6,500 to assist the Company with working capital. During the year ended September 30, 2007, this shareholder advance 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 nine months ended September 30, 2008, the Company repaid the advances to the shareholder and at September 30, 2008 there is nothing owed to the shareholder for these advances.
NOTE 6 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $ 146,030 since inception. Since making the decision to not renew its ownership of its mineral claims, the future of the Company is dependent upon its ability to seek out and enter into an alternative business opportunity.
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Item 2.
Managements discussion and Plan of Operations
Our registration statement on Form SB2 was declared effective on July 8, 2007 and we were successful in completing slightly more than the minimum required under the terms of our prospectus, 707,000 shares at $0.15 per share for an aggregate amount of $106,050. Repayment of loans to the Company and legal, accounting and filing expenses severely depleted cash reserves. On May 18, 2008 we determined that due to market conditions and that potential financings were lost due to the uncertainties produced by the Company being designated a “shell corporation” and the proposed rule changes, that it was in the best interest of the corporation and the shareholders to not renew ownership of our mineral claims and proceed to look for further business opportunities.
Subsequent to the period covered by this report we made the decision to retain counsel and take whatever steps necessary to have our shareholders ratify this decision.
Item 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2008. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and were fully effective as of June 30, 2008 in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal controls over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 5. Other Events
None
Item 6. Exhibits and Reports on Form 8K
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.1 Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act.
Exhibit 99.1 Report on Form 8K
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
FIRST CORPORATION
Dated August 25, 2008
/s/Todd Larsen
Todd Larsen, President, Director and Chief Executive Officer
/s/Sheryl Cousineau
Sheryl Cousineau, Secretary/Treasurer, Director and Principal Accounting Officer
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