UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
x Quarterly Report under Section 13 or 15 (D) of the
Securities and Exchange Act of 1934
For The Quarterly Period Ended June 30, 2012
¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
EXCHANGE ACT
Commission File Number 0 - 52724
| FIRST CORPORATION |
| (Exact name of small business issuer as specified in its charter) |
| Colorado | 90-0219158 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Maranello, Watch House Green, Felsted, Essex, CM6 3EF, United Kingdom Address of Principal Executive Office (Street and Number) |
| (403) 461-7283 |
| (Issuer’s telephone number) |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Yes¨ No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filer¨ | Smaller reporting companyx |
Indicate by check mark whether the issuer is a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yesx No¨
State the number of shares outstanding of each of the issuer's classes of common equity as of June 30, 2012: 26,385,250 shares.
EXPLANATORY NOTE
The purpose of the Amendment No. 1 on Form 10–Q/A to First Corporation’s quarterly report on Form 10–Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012, (the “Form 10–Q”), is solely to furnish eXtensible Business Reporting Language (XBRL) information in Exhibit 101 to the Form 10–Q in accordance with the 30 day grace period provided by Rule 405(a)(2)(ii) of Regulation S−T.
Exhibit 101 provides the following materials from the Original Filing, formatted in XBRL: (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statement of Changes in Shareholders’ Deficit (iv) Condensed Statements of Cash Flows; and (v) Notes to Unaudited Condensed Financial Statements.
Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits.
| 10.1 | Securities Purchase Agreement between First Corporation and Investa Securities Ltd. |
| 10.2 | Form of 8% Convertible Note issued to Investa Securities Ltd. |
| 10.3 | Letter confirming agreement between First Corporation and Thomas Wikstrom |
| 31 | Rule 13a-14(d) Certification |
| 32 | Section 1350 Certification |
| 101 | The Company’s unaudited Condensed Financial Statements and related Notes for the quarter ended June 30, 2012 from this Quarterly Report on Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language). * |
*Filed herewith.
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: September 12, 2012 | ||
| By: | /s/ Andrew Clarke | |
| Andrew Clarke, | ||
| Director, Chief Executive and Financial | ||
| Officer | ||
