June 22, 2006
MAIL STOP 0511
via U.S. mail and facsimile
Todd Larsen, CEO
First Corporation
254 - 16 Midlake Boulevard
Calgary, AB T2X 2X7
RE: First Corporation
Form SB-2, Amendment 4,
Filed May 15, 2006
File No.: 333-122094
Dear Mr. Larsen:
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. Please include a marked copy showing changes made from the
prior
amendment when you file future amendments.
Registration Fee Table
2. We note the increase in the common stock being registered in
this
offering. Please revise the calculation of the fee table in light
of
the increase in the common stock being offered.
The Offering, page 1
3. Please add back the summary offering information, such as the
minimum and maximum for the company offering, the amount of common
stock currently outstanding, etc.
Summary Financial Information, page 2
4. Please revise to include the balance sheet data for the year
ended
September 30, 2005 and operating data for the years ended
September
30, 2005 and 2004. In addition, it appears that the operating
expenses since inception to March 31, 2006 should be revised to $
47,373. Please ensure that the financial data reported is
consistent with the financial statements presented.
Risk Factors, page 2
5. Clarify the minimal amount that you spent to re-stake the
claims
and avoid the minimum assessment by the government. Disclose who
re-
staked the claim.
6. We note the removal of the disclosure from risk factor seven
regarding the access to the mineral claims being restricted to the
period between May and October. Please revise the disclosure to
clarify whether the mineral claims are now accessible throughout
the
year. If they are, please explain the reason for including a risk
factor about limited access to your mineral claims when you appear
to
have access year-round.
7. We continue to note discrepancies in the number of shares of
common stock being offered by the company. The prospectus cover
page
indicates a maximum of 2 million shares. Risk factor 15 refers to
1
million shares being offered by the company. Please revise the
disclosure throughout the prospectus to clarify the amount being
offered by the company.
Use of Proceeds, page 7
8. We reissue comment number thirteen from our letter dated
January
17, 2006. Provide more specificity concerning the amount
allocated
to general working capital. Also, please ensure that the category
contains only general working capital. For example, remove the
"$96,300" listed in Table 2 on page 8 under "General Working
Capital"
and revise to include line items for phase two costs, since you
have
disclosed, on page 9, that it is for phase two, rather than
general
working capital.
9. We reissue comment number fifteen from our letter dated January
17, 2006. Please note that the fifth paragraph of this section,
which paragraph begins "We do not anticipate compensating ...." is
not consistent with the rest of the paragraph. Please disclose
the
names of the individuals that may receive compensation from the
proceeds and state the amount allocated to each. Also, consider
adding a line item for any compensation to be paid to officers and
directors rather than including as part of general working
capital.
10. Please include in the above table the disclosure in this
section
regarding offering expenses which the officers might loan to the
company. Clarify whether these loans will be repaid from offering
expense. Also, clarify whether Ms. Cousineau`s previous advance
of
$6,500 to re-stake your claims and cause a new geological report
to
be issued is included in the $30,000.
General Working Capital, page 10
11. We reissue comment number sixteen from our letter dated
January
17, 2006. Please revise the offering costs referred to in this
section with the disclosure in part II of the registration
statement.
Dilution, page 11
12. Please update the disclosures in this section. Please ensure
that the percentage of the consideration to be paid by the
investors
in this offering is correct.
13. It appears to us that the net tangible book value per share
presented under the scenarios after 33 1/3%, 75% and 100% of
offering
should be revised to $ .01, $ .01 and $ .02 respectively.
Accordingly, dilution and other related disclosures need to be
revised as appropriate. Please revise or demonstrate to us how
your
computations are appropriate.
Selling Shareholders, page 13
14. We note the increase in the common stock being registered for
resale and the addition of Mr. Fong to the selling shareholders
table. Please clarify when each selling shareholder purchased the
shares being registered for resale. We may have further comment.
Plan of Distribution, page 16
15. We reissue comment number twenty-two from our letter dated
January 17, 2006. 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. Also, please reconcile
the
statement that "our legal counsel has advised that our officers
and
directors contact investors receiving copies of our prospectus
only
in response to contact being initiated by a potential purchaser"
with
the statement that "Mr. Larsen and Ms. Cousineau intend to contact
all the investors who received a copy of the registration
statement
to see if the investor wishes to participate in the offering." We
may have further comment.
16. We note the statement that if you are unable to sell the
minimum
in this offering that the costs of the offering would be covered
by
your officers and directors. Clarify whether they are legally
obligated to provide such funding.
Directors, Executive Officers, Promoters and Control Persons, page
22
17. Disclose the price paid by Mr. Larsen for the shares purchased
from Mr. Forst. Also, disclose the exemption relied upon in the
resale of these securities and the facts supporting reliance upon
the
exemption.
Organization within the Last Five Years, page 27
18. It appears that Mr. Forst would still be considered a promoter
of
the company. We direct your attention to Item 405 of Regulation C
for the definition of promoter. Please revise the disclosure
accordingly.
Description of Business, page 27
19. Please explain the statement that the acquisition of the
mineral
claims was from Todd Larsen. The agreement was with Mr. Forst.
Please explain or revise.
20. Please add back the discussion of compliance with governmental
regulation.
Plan of Operations, page 33
21. We reissue comment number thirty-two from our letter dated
January 17, 2006. Please provide a detailed discussion of the
activities to be undertaken in phase one and those activities that
will occur if you proceed to phase two.
22. We reissue comment number forty-two of our letter dated
January
17, 2006. Please ensure that you include time frames for each
milestone in the phase, rather than just one time frame for the
entire phase. Also, include estimated costs for each milestone in
phase two and any following phases, as you have done in the "Use
of
Proceeds" section for phase one. In addition, include the
anticipated sources of funding for the work you do following
phases
one and two.
23. Under "Phase Two," at the top of page 36, clarify whether or
not
you will limit yourself to "oil and gas exploration" if you decide
to
seek other business opportunities. If not, please disclose the
other
kinds of business opportunities you will seek. We may have
further
comment.
24. Please disclose in greater detail any additional work to be
conducted as part of or after phase two. For example, we note the
reference to drilling after phase two.
25. Clarify whether the advances of up to $30,000 that may be
issued
to the company will include interest and whether there will be a
fixed date of repayment.
Certain Relationships and Related Transactions, page 36
26. Include Ms. Cousineau`s $6,500 loan to the company, and any
other
officer/director loans in this section. Update the section as
appropriate.
Summary Compensation Table, page 39
27. Please update to include the most recent fiscal year, 2005.
Also, include your prior CEO.
Balance Sheet
28. You disclose on the face of the September 30, 2005 balance
sheet
that 1,151,000 shares of common stock are outstanding and also
disclose in the statement of stockholders` equity that 11,510,000
shares are outstanding as of September 30, 2005. Please revise
these
two financial statements to be correct and consistent.
Statements of operations and cash flows for the six months ended
March 31, 2005, pages F-11 and F-12
29. Revise the interim statement of operations for the six months
ended March 31, 2005 to include $15,000 of mineral acquisition
expenses and $15,000 of services rendered by the Company`s
president.
Revise the interim statements of cash flows to disclose these
items
as adjustments in the reconciliation of net loss and cash flows
used
in operations and the services rendered as noncash investing and
financing activities and the acquisition of mineral claims as cash
flows from investing activities. We note your disclosures in the
notes to the financial statements that these transactions occurred
in
October 2004 yet we do not see them in the interim financial
statements for the six months ended March 31, 2005.
Note 5 - Related Party Transactions, page F-8
30. You state here that mineral claims were acquired for $15,000
cash
in October 2005. We presume this disclosure is incorrect based on
the disclosures in Note 3 and in the annual financial statements
that
both indicate that this transaction occurred in September 2005.
Please revise Note 5 to disclose the appropriate period in which
this
transaction occurred.
31. You disclose here that 12,500,000 shares were issued to the
Company`s president for services rendered in October 2005. We
presume this disclosure is incorrect based on the presentation of
this transaction in the statements of operations and cash flows
for
the year ended September 30, 2005 and the disclosure in Note 4
indicating that the transaction occurred during October 2004.
Please
revise Note 5 to disclose the appropriate period in which this
transaction occurred.
Consent
32. The date of the audit report referenced in the consent (May 5,
2006) is not the same as the actual date of the audit report
(April
7, 2006). Please advise your accountant to revise the consent.
33. Please file a current consent in any amendment.
Part II
Item 26. Recent Sales of Unregistered Securities
34. Please revise this section to make it clear, for each
offering,
which exemption from registration you are claiming and the facts
you
have relied upon to make the exemption available. Also, if you
are
claiming two different exemptions for one offering, please
disclose
the facts that you have relied upon for the availability each
exemption.
Signatures
35. We note your response to comment number sixty-eight of our
letter
dated January 17, 2006. The controller or principal accounting
officer must also sign the registration statement. See
Instruction 1
under "Signatures" to Form SB-2.
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.
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
First Corporation
June 22, 2006
Page 7