January 17, 2006

MAIL STOP 3561

via U.S. mail and facsimile

Peter Forst, President
First Corporation
15995 S.W. 13th Street
Pembroke Pines, FL  33027

RE:     First Corporation
      Form SB-2, Amendment 2, filed December 12, 2006
      File No.:  333-122094

Dear Mr. Forst:

	We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. You will note that many of our comments from our prior comment
letter are being reissued either in part or in their entirety. You
indicated in your responses to our accounting comments that you
had
revised the disclosure or that you had changed independent
accountants.  Where you indicated that you revised disclosure, you
either made no revisions or the revisions were not responsive to
the
comment.  A statement that you have changed independent
accountants
and are providing newly audited financial statements is not a
sufficient response to any of our comments.  In order for the
Staff
to review your future correspondence and amendments in a timely
manner, please ensure to address each of our comments in their
entirety.  To further expedite our review process, your
correspondence should identify any revised disclosures, the page
numbers where you have made changes, and a complete and thorough
response clarifying any authoritative literature you used to
support
your conclusions.  Failure to respond to our comments in a manner
consistent with the aforementioned could result in untimely
review,
or the Staff may be in a position where we are unable to process
your
correspondence and amendment.
2. We reissue prior comment one from our letter dated April 22,
2005.
Please number the pages of the prospectus.
3. Please revise disclosure throughout the registration statement
to
provide a consistent total for the number of shares that the
issuer
and the selling shareholders, together, are offering.  For
example,
the cover page of the registration statement states "2,208,000"
and
the cover page of the prospectus states "1,104,000."
4. Please revise disclosure throughout the registration statement
to
provide a consistent number of shares the selling shareholders are
offering.  For example, the cover page of the prospectus states
208,000; "The Offering" section states "500,000"; and the risk
factor
and the "Dilution" sections state "1010,000".
5. We reissue comment number seventeen of our letter dated April
22,
2005 to reconcile the number of shares of common stock outstanding
throughout the prospectus.  You continue to provide varying
numbers
for shares outstanding.  For example, the "Security Ownership"
section states "7,200,000"; the "Offering" section states
"11,510,000"; the "Dilution" section states "7,2010,000"; and the
"Selling Shareholders" section states  "The percentages are based
on
2,200,000 shares of common stock outstanding on the date of this
prospectus."
Cover Page of the Registration Statement
6. On the prospectus cover page, you indicate that all of the
shares
that you are registering, both those which the registrant is
selling
and those which the shareholders are selling, will be sold at a
price
of $.15 per share.  However, in the "Selling Shareholder" and the
"Plan of Distribution" sections you indicate that the selling
shareholders will sell their shares at $.30 a share.  Furthermore,
in
the "Plan of Distribution" and "Determination of Offering Price"
sections you indicate that you will sell the registrant`s shares
at
$.30 per share.  Please revise to reconcile the disclosure
throughout
the prospectus.
7. Clarify in the statement immediately following the table that
only
selling shareholders may sell at market prices following listing
on
the OTC Bulletin Board.  The company must sell at a fixed price
for
the duration of the offering.

The Offering
8. Please revise to disclose the post split shares here and
throughout the registration statement as appropriate.  When
discussing shares of common stock, ensure that you provide any
explanations which might be needed to avoid confusion because of
the
stock splits.

Summary Financial Information
9. As stated in our Prior Comment No. 9, please revise and update
the
financial information to be consistent with the most recent
financial
statements that are included in the registration statement. You
disclose that total operating expenses and net loss for the period
from December 27, 1995 (inception) to September 2004 are $39,876.
The statements of operations for the year ended September 30, 2005
present total operating expenses and net loss of $46,376 and for
the
period from December 27, 1995 (inception) to September 30, 2005
present total operating expenses and net loss of $47,126.  Please
revise to correct the discrepancy.

Risk Factors
10. We reissue prior comment 10 from our letter dated April 22,
2005.
Please update the cash on hand in risk factor one as of the most
recent practicable date.  Revise similar disclosure in the results
of
operations section.
11. We note the reference in risk factor 7 to an option agreement
rather than a purchase agreement.  Please revise or advise.
12. Please revise risk factor 16 to refer to the updated financial
statement note 6 regarding the "going concern" rather than note 2.

Use of Proceeds
13. We reissue prior comment 12 from our letter dated April 22,
2005.
Please provide more specificity concerning the amount allocated to
general working capital.
14. Please recalculate the amount of net proceeds as the amounts
disclosed differ from the amount calculated by $6,000 for each
financing scenario.  In addition, we note that the total amount of
offering expenses ($34,000) does not agree with the total amount
of
offering expenses disclosed in Item 25-Other Expenses of Issuance
and
Distribution ($31,000).  Please revise to provide consistent
disclosures and revise the net proceeds and the use of net
proceeds
as appropriate.
15. We reissue prior comment 14 from our letter dated April 22,
2005.
We continue to note references to the officers and directors being
compensated from proceeds of this offering.  Please disclose the
names of the individuals that may receive compensation from the
proceeds and state the amount allocated to each.

General Working Capital
16. In the third paragraph of this section, please revise the
offering costs which you reference in this section to be
consistent
with Item 25.
Dilution
17. The dilution information appears to be based upon the prior
amount of common stock outstanding, the prior offering amount (1
million), and price ($.30).  Please revise this section
accordingly.

Selling Shareholders
18. We reissue prior comment 16 from our letter dated April 22,
2005.
Please disclose in the prospectus how you plan to reflect any
changes
in selling security holders after the registration statement is
effective.

Plan of Distribution
19. We reissue prior comment 19 from our letter dated April 22,
2005.
Please disclose the price per share when discussing the terms of
the
offering.
20. We reissue prior comment 20 from our letter dated April 22,
2005.
Please disclose the material terms of the escrow agreement.  For
instance, state the terms of the compensation to be paid to the
escrow agent and whether any interest will be paid on the escrow
account and the parties receiving any interest.
21. We reissue prior comment 21 from our letter dated April 22,
2005.
Unless the escrow agreement will be delivered to investors with
the
prospectus, please remove the reference to the agreement filed as
an
exhibit.
22. We reissue prior comment 22 from our letter dated April 22,
2005.
We note that the officers and directors will rely upon Rule 3a4-
1(a)(4)(iii) in participating in this offering.  Given the very
limited activities to be undertaken by these individuals in
connection with this offering, please include a detailed
discussion
of how they will conduct this offering.  We note the statement
that
Mr. Forst and Ms. Cousineau intend to contact all investors
receiving
a copy of the registration statement to see if the investor wishes
to
participate in the offering.  Please disclose whether this will be
written or oral communication.  We may have further comment.
23. We reissue prior comment number 23 of our letter dated April
22,
2005.  We note the statement that the company will pay the
offering
expenses.  Please state the offering expenses and indicate how you
plan to pay these expenses if you are unable to raise the minimum
in
this offering.

Directors, Executive Officers, Promoters and Control Persons
24. We reissue prior comment 24 from our letter dated April 22,
2005.
Please disclose the percent of time each officer devotes to your
business on a weekly basis.
25. We reissue prior comment 25 from our letter dated April 22,
2005.
Please disclose the period during which Mr. Forst has served as a
director.
26. We reissue prior comment 26 from our letter dated April 22,
2005.
Please disclose whether Mr. Forst is still associated with the
companies listed in his business experience.  In addition, ensure
that you fully disclose Mr. Forst`s business experience for the
last
five years.

Interest of Named Experts and Counsel
27. Please update this section to include your current independent
accountant, Madsen & Associates, CPAs, as named experts.

Description of Business
28. Please explain why you have not disclosed in this section the
information from Note 3 of your financial statements which states:
"The 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 Levy Township in Quebec, 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."
Also,
disclose the principal terms for the agreement and file as an
exhibit
the agreement.
29. We note the statement that the company must spend at least
$10,000 by May 20, 2007 or else it will lose all rights to the
mineral claims.  The purchase agreement filed as exhibit 99.4
states
this amount was due by May 20, 2005.  If this agreement has been
extended, please file the extension.  Otherwise, please clarify
whether this condition of
30.
the purchase agreement was met.  Also, please explain or revise
the
reference to the June deadline.
31. We reissue prior comment 29 from our letter dated April 22,
2005.
Clarify whether the dollar amounts throughout the prospectus refer
to
US Dollars or Canadian Dollars.  For example, we note the
reference
to expending at least $10,000 by May 20, 2007 to keep the claim in
good standing.  According to exhibit 99.4, this amount is in
Canadian
Dollars.
32. We note in response to prior comment 30 that the purchase
agreement filed as exhibit 99.4 was altered.  Please explain the
reason for re-filing the agreement with different terms.  If the
agreement was amended, please file the document amending the
agreement rather than simply changing the terms of the purchase
agreement on file.
33. We reissue prior comment 31 from our letter dated April 22,
2005.
Please provide a detailed discussion of activities to be
undertaken
in phase 1 and which will occur if you proceed to phase 2.
34. We reissue prior comment 33 from our letter dated April 22,
2005.
We continue to note that risk factor seven indicates that access
to
your mineral claims is restricted to the period between May and
October of each year.  Reconcile this disclosure with the
statement
that your mineral claim "can be accessed year round."
35. We note the company restaked the claim rather than spending
the
money on assessment work.  Please explain the impact this had on
the
purchase agreement.  Disclose the costs associated with restaking
and
filing the claim.
36. We note the yearly amount for exploration expenditures
required
by the Province of Ontario.  If this is a yearly fee, please
explain
the reference to this amount next being due May 2007 rather than
2006.
37. Please name the officer and director that advanced the company
$10,000 to cover the minimum assessment work.  Please disclose the
material terms of this advancement.  Clarify whether this was a
loan
or a contribution to capital.  Reconcile this disclosure with the
information in the plan of operations section, which indicates
that
$6,500 has been advanced.  Lastly, include appropriate disclosure
in
the certain relationships and related transactions section.


Claim Status

38. With the removal of the technical report, prior comment four
from
our letter dated April 22, 2005 is reissued.  This additional
disclosure may be inserted after the claim status on approximately
page 29.  For the property, provide the disclosures required by
Industry Guide 7 (b).  In particular, provide:
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property and its`
present condition.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future costs.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

History and Previous work

39. With the removal of the technical report, prior comment five
from
our letter dated April 22, 2005 is reissued.  The filing refers to
mines and other mineral properties that exist in the area of the
company`s property.  This may allow investors to infer that the
property may have commercial mineralization, because of its
proximity
to these mines and properties.  Describe only geology, history, or
exploration results that are directly related to the properties
that
the company has the right to explore or mine.  Remove all
references
to mines, adjacent or analogous properties, deposits, occurrences,
or
exploration activities by other companies outside of the company`s
properties.  Focus the disclosure on the company`s property.

Report on KRL3019642 and KRL 3019643, page 34 approximately

40. Remove the technical report (Initial Report on KRL3019642 and
KRL
3019643) inserted into this filing.  This is approximately the
34th
page through the 51st page of the filing.  Industry Guide 7
specifically prohibits technical studies being inserted into
registration statements or attached as exhibits.

Discussion and Analysis of Financial Condition and Results of
Operation
41. Please remove the above heading and reinsert the previous
heading
which stated "Plan of Operations," since the company has not yet
had
results of operation.
42. We reissue prior comment 37 from our letter dated April 22,
2005.
Provide a detailed plan of operations as required by Item 303(a)
of
Regulation S-B.  Please include the following for phase one, phase
two and the drilling phase:  detailed milestones, a time frame for
beginning and completing each milestone, the estimated costs
associated with each milestone, and the anticipated source(s) of
funding.
43. We reissue prior comment 36 from our letter dated April 22,
2005
in its entirety.  Please revise the discussion under the headings
"Results of Operations" and "Liquidity and capital resources" to
be
consistent with the financial statements.
44. We reissue prior comment 38 from our letter dated April 22,
2005.
We note the statement that if you discontinue your current
business
you will seek other business opportunities.  Please clarify the
other
business opportunities.  We may have further comment.

Financial Statements
Independent Accountant`s Report
45. Please provide a signed audit report as contemplated by Item
302
of Regulation S-T.

Correction of an Error
46. We reissue prior comment 52 from our letter dated April 22,
2005.
Disclose prominently on the face of the financial statements that
they have been restated to write off the cost of the acquired
mineral
claims and describe the nature of the error correction and its
effect
upon net loss in a note as required by paragraph 37 of APB 20.

Balance Sheet
47. The number of shares issued and outstanding at September 30,
2005
should be revised to 11,510,000 consistent with the statement of
stockholders` equity. Please revise or advise.

Statements of Cash Flows
48. If you acquired mineral claims for $15,000 in cash, as
disclosed
in Note 3, please revise the statement to classify this
transaction
as a cash flow from investing activities.  The write-off of the
cost
of this claim should be included as an adjustment in the
reconciliation of net loss and net cash used in operating
activities.
49. You disclose in the Business section that you issued 12.5
million
shares of stock as partial consideration for acquiring mineral
claims.  However, your disclosures in the statements of cash flows
and stockholders` equity indicate that these shares were issued in
exchange for services.  Please explain this discrepancy and
clarify
Notes 3 and 4.  Explain also why two shareholders/officers
cancelled
6.5 million shares of stock that had previously been issued for
services rendered and how the valuation and accounting for the
cancelled shares are correct.
50. You disclose in Note 5 that a related party advanced $15,000
cash
to you in June 2004, yet you present this activity as a fiscal
2005
transaction.  Please revise the statement of cash flows to present
the advance as a fiscal 2004 transaction or tell us why no
revision
is required.

Note 1 - Nature and Purpose of Business
51. Revise to disclose the change in fiscal year from December 31
to
September 30.

Note 5- Related party transactions
52. Please ensure that all transactions with related parties are
disclosed as required by SFAS 57.  In this regard we note that you
should disclose the transactions relating to acquisition of
mineral
claims for stock and cash from Mr. Forst.  In addition, disclose
the
terms (interest rate, maturity date) related to the advance from
shareholder of $6,500.
53. We read your response to prior comment 54. We noted that your
responses are incomplete and do not address our comments in their
entirety.   You have not confirmed the Company`s compliance with
SAB
Topic 1.B.1 and inclusion of all expenses of the business in the
Company`s financial statements. Please revise your financial
statements or advise.

Changes in and Disagreements with Accountants
54. Please revise to disclose the date you dismissed Jewett,
Schwartz
& Associates and the date you engaged Madsen & Associates.
55. Disclose whether the audit opinions issued by the predecessor
accountant for either of the past two years contained an adverse
opinion, or disclaimer of opinion, or were modified in any way.
Disclose whether there were any disagreements with the former
accountant, whether or not resolved.  Refer to Item
304(a)(1)(iv)(A)
of Regulation S-B.
56.
Disclose whether the decision to change accountants was
recommended
by or approved by the board of directors.
57. You disclose that Madsen & Associates was retained to "make
any
changes to comply with SEC comments and to bring our financial
statements current."  Please note that management is responsible
for
complying with any comments issued by the SEC and also for
preparing
current financial statements.  Any accounting firm that is
performing
these services for you is not considered independent in accordance
with Rule 2-01 of Regulation S-X.  Please revise your disclosures,
if
applicable, or undertake to engage an accounting firm that is
independent.
58. Please file a letter from your former accountant stating
whether
the accountant agrees with your revised Item 304 disclosures, or
the
extent to which the accountant does not agree.  This letter should
be
filed as an exhibit to the amended registration statement.

Consent
59. The date of the audit report referenced in the consent
(January
14, 2005) is not the same as the actual date of the audit report
(November 17, 2005). Please advise your accountant to revise the
consent.
60. Please file a current consent in any amendment.

Item 26. Recent sales of unregistered securities
61. It appears that some of the disclosures regarding equity
issuances are duplicated.  Please revise and ensure that your
disclosures here reconcile to statements of stockholders` equity.
62. We reissue prior comment 43 from our letter dated April 22,
2005.
Each stock issuance must be clearly connected to a specific
exemption
that you have relied upon and to specific facts supporting the
availability of the exemption.  Please disclose all recent sales
of
unregistered securities.  We note the increase in the amount
raised
from the sale of securities in the liquidity and capital resources
section.  Please add disclosure to this section disclosing these
recent sales.  We may have further comment.

Exhibits
63. We reissue our prior comment 44 from our letter dated April
22,
2005.  The company is a Colorado corporation.  Please explain the
reference to Nevada law.  Also, please note
64.
that counsel must opine on the corporate laws of the jurisdiction
of
incorporation of the registrant, rather than the current
disclosure
that such laws were reviewed.
65. The escrow agreement should be revised in light of the change
in
the terms of the offering.
66. We reissue prior comment 47 from our letter dated April 22,
2005.
The escrow agreement should indicate that the proceeds will be
"promptly" returned to investors if the minimum is not reached.
67. We reissue prior comment 46 from our letter dated April 22,
2005.
Please file the subscription agreement as an exhibit.

Signatures
68. We reissue prior comment 48 from our letter dated April 22,
2005.
Please see Instruction 1 under "Signatures" to Form SB-2 regarding
who must sign the registration statement and in what capacities,
and
revise accordingly.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Raj Rajan at (202) 551-3388 if you have
questions regarding comments on the financial statements and
related
matters.  You may contact George Schuler at (202) 551-3718 if you
have questions on the engineering comments.  Please contact Susann
Reilly at (202) 551-3236 with other questions.

Sincerely,



John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  	Joseph Emas
      By facsimile to 305-531-1174


Peter Forst, President
First Corporation
January 17, 2006
Page 1