August 21, 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 5
Filed July 28, 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 add back page numbers to the prospectus.
Summary Financial Information
2. We note that you have not revised the disclosures as stated in
your response to prior comment four from our letter dated June 22,
2006. Please revise to include the balance sheet data for the
year
ended September 30, 2005. Please remove the references to March
31,
2006 and provide the interim financial data (balance sheet and
operations) for the nine months ended June 30, 2006 consistent
with
the financial statements presented.
Risk Factors
3. Update the cash balance as disclosed in risk factor one as of
the
most recent practicable date. Update similar disclosure in the
MD&A
section.
Use of Proceeds
4. Provide more specificity regarding the allocation of funds for
phase two. Indicate how the costs of phase two will be allocated.
5. The totals in table one equal more than the amount raised in
the
offering. Please revise the table accordingly.
6. We reissue prior comment nine from our letter dated June 22,
2006.
We continue to note the statement that "We do not anticipate
compensating any officer or director from the proceeds of this
offering." We note that you indicate that if full-time
participating
by your president is required, then compensation would be paid.
We
note that you do not anticipate this situation arising until you
have
established commercially viable reserves, something that you do
not
expect as a result of phases one or two. Revise to clarify that
you
will not use any of the proceeds to pay compensation to any
officers
or directors or revise the table and disclosure in this section to
specifically state the amount allocated to compensation and
specify
the amount allocated to each individual.
7. We note the $6,500 loan from Ms. Cousineau. Please clarify
whether this loan will be repaid from offering proceeds. If so,
revise the table.
Selling Shareholders
8. We reissue prior comment 14 from our letter dated June 22,
2006.
We note the increase in the common stock being registered for
resale.
Please clarify when each selling shareholder purchased the shares
being registered for resale. We may have further comment.
Plan of Distribution
9. We reissue comment 15 from our letter dated June 22, 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. Please explain how the
"contact" to be undertaken by Messrs. Larsen and Cousineau will be
conducted and how such contact is consistent with the exemption
relief upon. We may have further comment.
10. We reissue prior comment 16 from our letter dated June 22,
2006.
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
11. We reissue prior comment 17 from our letter dated June 22,
2006.
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
12. Revise the disclosure to clearly state that the named
individuals
are promoters of the company. We direct your attention to Item
405
of Regulation C for the definition of promoter.
Plan of Operations
13. We reissue comment 21 from our letter dated June 22, 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.
14. We reissue comment 22 from our letter dated June 22, 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.
15. Under "Phase Two," at the top of page 36, clarify whether or
not
you will limit yourself to "mineral 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.
16. Please disclose in greater detail any additional work to be
conducted as part of or after phase two. We note the removal of
prior disclosure regarding trenching and/or drilling. Please add
back the disclosure and provide additional discussion of the plan
of
operations.
17. We reissue prior comment 25 from our letter dated June 22,
2006.
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.
Summary Compensation Table
18. Please update to include the most recent fiscal year, 2005.
Also, please revise the first paragraph regarding the date of
inception.
Financial Statements
Annual statements of cash flows, page F-5
19. Disclose the acquisition of the mineral property for cash of
$15,000 as an investing activity.
Statements of operations and cash flows for the nine months ended
June 30, 2005, pages F-11 and F-12
20. We note that you have not revised the disclosures as stated in
your response to prior comment 29 from our letter dated June 22,
2006. Accordingly, we are repeating the comments in its entirety.
Please revise the interim statement of operations for the nine
months
ended June 30, 2005 to include as operating expenses, $15,000 of
impaired mineral acquisition costs and $15,000 of services
rendered
by the Company`s president. In addition, revise the interim
statements of cash flows for the nine months ended June 30, 2005
to
disclose these two items as adjustments in the reconciliation of
net
loss and cash flows used in operations and the value of services
rendered as a non-cash investing and financing activity and the
acquisition of mineral claims as a cash flow from investing
activities. Please ensure to reflect in the cumulative statements
of
cash flows if they are not already presented. You disclose in the
final paragraph of Note 5 to the annual financial statements that
these transactions occurred in October 2004 yet we do not see them
in
the interim financial statements for the nine months ended June
30,
2005.
Accountant`s Consent
21. Please file a current consent in any amendment
Part II
Item 26. Recent Sales of Unregistered Securities
22. We reissue prior comment 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.
Undertakings
23. Please provide the undertakings required by Item 512(a)(4) and
Item 512(g) of Regulation S-B or explain why they are not
required.
Signatures
24. The chief financial officer must also sign the registration
statement, in addition to the controller or principal accounting
officer. 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
August 21, 2006
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