FIRST CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
for the three and nine months ended June 30, 2009 and 2008
and for the period December 27, 1995 (Inception) to June 30, 2009
(Unaudited)
| | | | | |
| | | | | From |
| For the | For the | For the | For the | December 27, |
| three | three | nine | nine | 1995 |
| months | months | months | months | (Date of |
| ended | ended | ended | ended | inception) |
| June 30, | June 30, | June 30, | June 30, | to June 30, |
| 2009 | 2008 | 2009 | 2008 | 2009 |
Cash Flows Used in Operating Activities: | | | | | |
Net Loss | $ �� (3,200) | $ (59,646) | $ (12,915) | $ (72,826) | $ (159,045) |
| | | | | |
Adjustments to reconcile net (loss) to net cash provided | | | | | |
by operating activities: | | | | | |
Accounts payable | 3,200 | - | 3,200 | (3,880) | 3,345 |
Issuance of stock for services rendered | - | - | - | - | 15,750 |
Write off mineral claims | - | - | - | - | 15,000 |
| | | | | |
Net Cash Used in Operating Activities | - | (59,646) | (9,715) | (76,706) | (124,950) |
| | | | | |
Investing Activities: | | | | | |
Acquisition of mineral claims | - | - | - | - | (15,000) |
| - | - | - | - | (15,000) |
| | | | | |
Financing Activities: | | | | | |
Proceeds from note payable to related party | - | - | - | - | 15,000 |
Repayment of note payable to related party | - | - | - | - | (15,000) |
Advances from shareholder | - | - | 9,715 | - | 36,715 |
Repayments to shareholder | - | (500) | (2,415) | (27,000) | (29,415) |
Issuance of common stock for cash | - | - | - | 106,050 | 132,650 |
Net Cash Provided by Financing Activities | - | (500) | 7,300 | 79,050 | 139,950 |
| | | | | |
Net Increase (Decrease) in Cash | - | (60,146) | (2,415) | 2,344 | - |
| | | | | |
Cash at Beginning of Period | - | 62,661 | 2,415 | 171 | - |
| | | | | |
Cash at End of Period | $ - | $ 2,515 | $ - | $ 2,515 | $ - |
| | | | | |
Non-Cash Investing & Financing Activities | | | | | |
Issuance of stock for services | $ - | $ - | $ - | $ - | $ 15,750 |
SEE ATTACHED NOTES
FIRST CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
NOTE 1 – BASIS OF PRESENTATION
The interim financial statements of First Corporation (the Company) for the three months ended June 30, 2009 and 2008 and for the period from date of inception on December 27, 1995 to June 30, 2009 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, 2009 and the results of its operations and cash flows for the three and nine months ended June 30, 2009 and 2007 and for the period from the date of inception on December 27, 1995 to June 30, 2009. The results of operations for the three months ended June 30, 2009 and 2009 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 expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are
classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and inte rim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 200 8. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that f iscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
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. On March 20, 2009 the Company effected a stock dividend of three shares for every one share of common stock held at the record date of March 23, 2009. These stock splits and stock dividends have been retroactively reported in the shareholders equity as if the stock splits occurred at inception.
In December, 1995 the Company issued 15,000,000 shares of its common stock to a shareholder in exchange for services. The shares were valued at $.00004 per share for an aggregate of $600.
In April, 1999 the Company issued 4,500,000 shares of common stock in exchange for cash. The shares were valued at $.000013 per share for an aggregate of $600.
In September, 2004 the Company issued 880,000 shares of common stock in exchange for cash. The shares were valued at $.025 per share for an aggregate of $22,000.
In October, 2004 the Company issued 50,000,000 shares in exchange for services rendered. The shares were valued at $.0003 per share for an aggregate of $15,000.
In December, 2004 the Company issued 160,000 shares in exchange for cash. The shares were valued at $.025 per share for an aggregate of $4,000.
In September, 2005 two shareholders/officers cancelled 26,000,000 shares of stock that had previously been issued for services rendered.
In December, 2007 the Company issued 2,828,000 shares in exchange for cash. The shares were valued at $ .0375 per share.
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 to 500,000,000 with a par value of $.001 per share. The number of authorized shares of preferred stock remains at 10,000,000 shares.
In March of 2009, two shareholders/officers of the Company cancelled 24,000,000 shares of stock that had previously been issued for services rendered.
Also, in March of 2009 the Company declared a stock dividend of three shares for every share of common stock held at the record date of March 23, 2009. Immediately after the stock dividend, the Company had 24,868,000 shares of common stock issued and outstanding.
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 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 nine months ended September 30, 2008, the Company repaid the advances to the shareholder and at September 30, 2008 there were no outstanding loans to shareholders.
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 June 30, 2009 totaled $ 7,300.
NOTE 7 – SUBSEQUENT EVENT
On July 8, 2009 entered into a Letter of Intent containing a binding agreement for a share exchange whereby First Corporation would acquire 1.6 million shares of Acquma Holdings Limited from Louis Consulting in exchange for 4.8 million shares of First Corporation’s restricted common stock. Upon closing, this transaction will result in First Corporation owning 10% of the issued and outstanding shares of Acquma Holdings. Closing will take place September 15, 2009 or sooner pending tax opinions and financials.
A copy of the Report on Form 8K filed July 9, 2009 is attached to this report as Exhibit 99.1.
NOTE 8 – 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 $ 159,045 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.
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.
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 32.2 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 11, 2009
/s/Todd Larsen
Todd Larsen, President, Director and Chief Executive Officer
/s/Sheryl Cousineau
Sheryl Cousineau, Secretary/Treasurer, Director and Principal Accounting Officer
6
EXHIBIT 99.1 REPORT ON FORM 8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 8, 2009
--------------
FIRST CORPORATION
(Name of Small Business issuer in its charter)
COLORAD0 0-52724 90-0219158___
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
|
254-16 Midlake Boulevard |
Calgary, Alberta |
Canada T2X 2X7 |
(Address of principal executive offices)
(403) 461-7283
(Registrant’s telephone number)
-------------------------
7
Item 2 01. Completion of Acquisition or Disposition of Assets
On July 8, 2009 entered into a Letter of Intent containing a binding agreement for a share exchange whereby First Corporation would acquire 1.6 million shares of Acquma Holdings Limited from Louis Consulting in exchange for 4.8 million shares of First Corporation’s restricted common stock. Upon closing, this transaction will result in First Corporation owning 10% of the issued and outstanding shares of Acquma Holdings.
Closing will take place September 15, 2009 or sooner pending tax opinions and financials.
Acquma Holdings Limited 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. According to reports, Tramigo Oy had revenues of $2,206,400 for the 18 months ended June 30, 2008 with higher revenues for the period ended June 30, 2009.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
99.1 Letter of Intent
99.2
Board Minutes – July 8, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 10, 2009
First Corporation
/s/Todd Larsen
Todd Larsen, President
/s/ Sheryl Cousineau
Sheryl Cousineau, Secretary/Treasurer
8
Exibit 99.1
9
Exhibit 99.2
Board of Directors Minutes
MINUTES OF THE BOARD OF DIRECTORS
OF
FIRST CORPORATION
May 18, 2009
A meeting of the Board of Directors of First Corporation (the “Corporation”), was held on July 8, 2009 at 11:00 a.m. Mountain Daylight Time.
Directors participating in the meeting were:
Todd Larsen and Sheryl Cousineau
The following resolutions were put forth:
RESOLVED:that the president be authorized to execute the Letter of Intent with Louis Consulting of Dubai. United Arab Emirates for a share exchange whereby the registrant will acquire 1.6 million shares of Acquma Holdings Limited from Louis Consulting in exchange for 4.8 million shares of First Corporation’s restricted common stock.
Resolution passed
There being no further business, the meeting was adjourned.
/s/Sheryl Cousineau
/s/Todd Larsen
Sheryl Cousineau, Secretary
Todd Larsen, President and Chairman of the Board
10
