SB-2/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2/A

AMENDMENT 10

SEC File Number: 333-122094

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST CORPORATION

Exact name of registrant as specified in its charter)

Colorado	1000	98-0219158
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

254-16 MIDLAKE BOULEVARD CALGARY, AB T2X 2X7 403.461.7283

(Address and telephone number of principal executive offices)

Agent for Service	With a Copy to:
Todd Larsen, CEO First Corporation 254-16 Midlake Boulevard Calgary, AB T2X 2X7 Telephone: (403) 461-7283 Fax: (403) 256-3302	Joseph I. Emas 1224 Washington Avenue Miami Beach, Florida 33139 Telephone: (305) 531-1174 Fax: (305) 531-1274

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box.  [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be Registered	Proposed amount to be registered	Proposed Minimum offering Price per unit	Proposed Minimum aggregate offering Price	Proposed Maximum offering price per unit	Proposed maximum aggregate offering price	Amount of Registration fee
Common Stock	2,260,000	$ 0.15 per share	$ 100,000	$0.15 per share	$339,000	$39.90

No exchange or over-the-counter market exists for First Corporation’s common stock. The offering price was arbitrarily established by management and does not reflect market value, asserts or any established criteria of valuation.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

Prospectus          , 2007

FIRST CORPORATION

2,260,000 shares of common stock

This is the initial public offering of our common stock and no public market currently exists for these shares.   First Corporation is offering, on a “self-underwritten” best efforts basis, for sale up to a maximum of 2,000,000 shares and a minimum 666,667 shares of our common stock at a price of $ 0.15 per share for a period of six months (one hundred and eighty days) from the date of this prospectus. All funds received from the sale of the initial 666,667 shares of our common stock will be held in our attorney’s escrow account to be distributed to us when the minimum is achieved or promptly returned to the investors in the event the minimum number of shares is not sold before the offering is closed.  There are no minimum purchase requirements for investors in this offering. No commissions will be paid for the sale of the 2,000,000 shares offered by us.

Concurrent with this offering, our selling shareholders are selling 260,000shares at the fixed price of      $ 0.15 per share until quoted on the OTC Bulletin Board, if ever, and thereafter at the Bulletin Board price.

This investment involves a high degree of risk.  See “Risk Factors” beginning on page 2.

Price to Public	Underwriting Commissions	Proceeds to First Corporation
Per Share: $ 0.15 per share	$0	$ 0.15 per share
Total Minimum Offering:  $100,000 Total Maximum Offering: $ 300,000	$0 $0	$ 100,000 $ 300,000

If we are successful in obtaining a listing on the Over the Counter Bulletin Board (“OTCBB”), sales by selling shareholders only, may be at market prices or negotiated prices.  First Corporation must price its common shares at a firm price of $0.15 per share for the duration of the offering.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. The SEC has not made any recommendations that you buy or not buy the shares. Any representation to the contrary is a criminal offense

TABLE OF CONTENTS

Summary…………………………………….…...………………………………………………………	3
Risk Factors………………………………………………………………………………………...……	5
Use of Proceeds………………………………………………………………………………………….	10
Determination of Offering Price…………………………………………………………………………	15
Dilution…………………………………………………………………………………………………..	15
Selling Shareholders……………………………………………………………………………………..	16
Plan of Distribution……………………………………………………………………………………...	19
Legal Proceedings……………………………………………………………………………………….	25
Directors, Executive Officers, Promoters and Control Persons…………………………………………	25
Security Ownership of Certain Beneficial Owners and Management…………………………………..	27
Description of Securities………………………………………………………………………………...	29
Interests of Named Experts and Counsel………………………………………………………………..	30
Disclosure of Commission Position of Indemnification for Securities Act Liabilities…….…………	31
Organization Within Last Five Years…………………………………………………………………	31
Description of Business……………………………………………………………………………….	32
Plan of Operation……………………………………………………………………………………..	39
Description of Property……………………………………………………………………………….	45
Certain Relationships and Related Transactions……………………………………………………...	45
Market for Common Equity and Related Stockholder Matters………………………………………	45
Executive Compensation……………………………………………………………………………..	47
Financial Statements………………………………………………………………………………….	49
Changes in and Disagreements with Accountants Disclosure………………………………………..	66

Prospectus Summary

Please note that throughout this prospectus, the words "we", "our" or "us" refers to First Corporation and not to the selling stockholders.

The following summary is a shortened version of more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety.

First Corporation is a Colorado corporation and is in the business of mineral exploration. We have purchased and re-staked two mineral claims units, each comprising 1,280 acres, located in the Red Lake mining District, in the Province of Ontario, Canada that we refer to as the “FirstCorp” claims. We have the right to explore these claims and have not purchased the actual land on which the claims are filed. Our objective is to conduct mineral exploration activities on the FirstCorp claims in order to assess whether it possesses commercially exploitable reserves of minerals. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of our claims and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future development is determined. The claim numbers to these claims have been recor ded as claim no’s: KRL301642 and KRL301643, Red Lake Mining District, Ontario NTS 52K14.

In the mining industry we are considered an exploration company. This means that we are involved in the examination and investigation of land that we believe may contain valuable minerals for the purpose of discovering the presence of ore, if any, and its extent. No commercially exploitable reserves have been found on the FirstCorp claims and we cannot assure investors that any such reserves will be found.   As of December 31, 2007 we have expended no funds on exploration of our mineral claims.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.

Name, Address, and Telephone Number of Registrant

First Corporation

254-16 Midlake Boulevard

Calgary, AB T2X 2X7

403.461.7283

403.256.3302

The offering

Price per share Offered	$015
Common Stock currently outstanding	11,510,000
Common Stock offered by the Company (minimum)	666,667 shares
Common Stock offered by the Company (maximum)	2,000,000
Common Stock to be outstanding after the offering	13,510,000 shares (assuming all shares are sold)

The following information reflects a 2-1 forward stock split and a subsequent 5-2 stock forward split.

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Concurrent with this offering, our selling shareholders are selling 260,000 shares of common stock that represents slightly over eleven percent (11.51 %) of the common stock being offered in this registration statement. Initially 44,000 shares of common stock were issued for cash consideration of $0.50 per share on October 5, 2004. On October 10, 2004 we forward split our stock on a 2 to 1 basis. On December 15, 2004 we issued 16,000 shares of our common stock @ $0.25 per share. On September 20, 2005 we forward split our issued and outstanding common stock on a 5 for 2 basis, resulting in an actual cost of   $ 0.10 per share, 66.66% of the offering price of $0.15 per share.  Selling shareholders must sell their shares at a fixed price of $ 0.15 per share until the shares are successfully listed on the OTC Bulletin Board, if ever.

No arrangement is in place to counter this effect. The selling shareholder offering is concurrent with the offering of 2,000,000 shares at $ 0.15 per share by us. Both offerings are being registered pursuant to this prospectus.

The offering price of this issue was arbitrarily set by us. We determined the amount of money needed to start the business; added a contingency amount; and allowed for our printing, legal and accounting costs. We established an offering price based on the foregoing.

The offering will conclude when all of the 2,000,000 shares of our common stock have been sold, or six months from the date of this prospectus, whichever occurs first.

Summary Financial Information

Balance sheet

	December 31 , 2006	December 31 ,            2005
Cash	$  743	$ 1,724
Total Assets	$ 743	$ 1,724
Total Liabilities	$ 6,500       -	$6,500
Total Stockholders’ Equity	$ (5,757)	$(4,776)

Statement of Loss and Deficit

	From inception (December 27, 1995) to December 31 , 2006 (unaudited)	From inception (December 27, 1995) to Sept ember 3 0 , 2006	From inception (December 27, 1995) to December 31 , 2005
Operation Expenses	$48,107	$47,732	$      46,376
Net Loss	$48,107	$47,372	$     46,376

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Risk Factors

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to complete the exploration of our mineral claims, and therefore we will need to obtain additional financing in order to complete our business plan. As of October 31, 2006 we had cash on hand in the amount of $1,118. Our business plan calls for significant expenses in connection with the exploration of the FirstCorp claims. The phase one exploration program on the claims as recommended by our consulting geologist is estimated to cost approximately $ 50,000. We are proposing to raise this amount pursuant to this offering. We may require additional financing in order to complete the phase two activities.  We were able to re-stake our claims and update our geological report for a lesser amount US$ 6,500 avoiding the minimum assessment of approximately $10,000 ($12,800 Cdn) required by the government of Ontario and extending the minimum assessment deadline to May 20, 2007 to keep our claims in good standing. This re-staking was done by a professional staking crew and was arranged by coast Mountain Geological Ltd., our geological consultants.  Coast Mountain also updated our geological reports.

We must make exploration expenditures on the FirstCorp claims of at least US $ 10,000 by May 20, 2007 in order to keep required assessment work current and our claims in good standing. We plan on spending at least US $50,000 on our claims during the years 2006 and early 2007 as recommended by our independent geologist. If we cannot raise funds for the exploration expenditures, we must enter into a joint venture with another party, sell our claims completely or lose any interest in the FirstCorp claims. In the event of any of the above you could lose all or part of your investment in this offering.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We have not commenced exploration of our claims, and have no way to evaluate the prospects our being able to operate our business successfully. We were incorporated on December 27, 1995, and subsequent to our organizational activities, we have attempted from time to time, to identify and obtain business opportunities. These efforts were not successful and no business plan was ever implemented until we were able to obtain our claims. We have not earned any revenues and we never achieved profitability. If you are considering being an investor you should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likel ihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment in this offering.

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Because our executive officers have only limited experience in mineral exploration and do not have formal training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

Todd Larsen, our President, Chief Executive Officer and a First Corporation director, has only limited experience as an officer or director of a mineral exploration company and he does not have formal training as a geologist, engineer or in the technical aspects of management of a mineral exploration company.  As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral claims. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail and yo u will lose your entire investment in this offering.

Because of the speculative nature of mineral claims exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the FirstCorp claims contains commercially exploitable reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The exploration work that we intend to conduct on the FirstCorp claims may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and you would lose your entire investment in this offering.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance and nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets resulting in the loss of your entire investment in this offering.

If we discover commercial reserves of precious metals on our mineral claims, we can provide no assurance that we will be able to successfully place the mineral claims into commercial production.

Our mineral claims do not contain any known bodies of ore. If our exploration programs are successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to place the mineral claims into commercial production. In such an event, we

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may be unable to obtain any such funds or to obtain such funds on terms that we consider

economically feasible and you may lose your entire investment in this offering.  Because of the magnitude of putting a proven ore body into commercial production, we could well be faced with entering into some form of joint venture agreement with a large mining concern that has the resources and expertise in developing a mine.  Should this be the case First Corporation would be forced to give up control and accept a minority position in the venture.  This could negatively affect the value of your shares.

Because access to our mineral claims could be restricted by inclement weather, we could be delayed in our exploration and any future mining efforts.

We are extremely fortunate that our mineral claims are bisected by a fully improved provincial highway and are further accessible by a series of roads and trails that were left from past logging activity.  However, we at all times run the risk of heavy snows, extremely heavy rains that could wash out the highway or make movement on the claims difficult or impossible.  If this should occur it would possibly delay getting proper equipment on the claims and proper location of that equipment.  This could result in serious delays to our exploration.  We had assumed previously that access would be limited to May through October as is usual in the Canadian north.  Because of the paved highway running through and several roads and trails throughout our claims that were built originally for heavy logging trucks, we will have access on a year-round basis, subject always to extreme weather conditions.

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the Mining Act of the Province of Ontario as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If we do not obtain clear title to our mineral claims, our business may fail.

While we have obtained geological reports with respect to our mineral claims, this should not be construed as a guarantee of title. The claims may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. The FirstCorp claims has not been surveyed and therefore, the precise location and boundaries of the claims may be in doubt. We will likely complete a survey on the claims as part of the proposed phase two exploration work program. If the survey results are defective, we could lose all right and title to the ground now held by the mineral claims. There may be legal remedies against Ruza Resources Ltd. and its principal stockholder, Jaroslav Ruza, if the representations and warranties provided in the agreement are not accurate. However, there are no assurances of legal success and there are no assurances, if a legal claim was successful, that

we would be compensated adequately to cover the losses on your investment in this offering.

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Because market factors in the mining business are largely out of our control, we may not be able to market any ore that may be found.

The mining industry, in general, is intensively competitive and we can provide no assurance to investors even if commercial quantities of ore are discovered that a ready market will exist for the sale of any ore found.  Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital and you may lose your entire investment in this offering.

If we complete a financing through the sale of additional shares of our common stock, then shareholders will experience dilution.

The offering price of $0.15 per share is substantially higher than the net tangible book value per share of our outstanding common stock. As a result, investors purchasing common stock in this offering will incur immediate dilution of at least $0.11 per share if the maximum offering is completed. This dilution is due to earlier investors in our company having paid substantially less than the offering price when they purchased their shares. In addition, the most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of shares will result in dilution to investors participating in this offering and to existing shareholders, which may result in a decrease in the price our common stock and the loss of part or all of your investment in this offering.

Our President And Chief Executive Officer Has Complete Control Of The Company And May Make Arbitrary Decisions That May Have A Negative Effect On Other Shareholders.

Todd Larsen, President and CEO of First Corporation owns Seven Million, Five Hundred Thousand (7,500,000) if the Eleven Million, Five Hundred and Ten Thousand (11,510,000 ) issued and outstand shares of common stock.  This equates to 65.16 % of the shares issued and 55.5% if we complete all of this offering. As a result, any decision he may make will implemented.  Mr. Larsen will have the ability at all times to direct our affairs in a manner that he sees fit and that may be in direct contrast to the interests of the other stockholders. This fact should be seriously considered before making any investment in our enterprise.

If We Do Not Discover a Commercially Viable Mineral Deposit on Our Claims and Start Production We Will Have No Revenues, an Event That May Never Happen or May Take Years To Happen.

First Corporation is a junior exploration concern.  That means that our function is to explore, investigate and assess a mineral claims before any decision is made as to its viability as a producer let alone developing it as a mine.  There are a minimum of three extensive steps in the exploration process.  Each step requires increasing amounts of funding.  If and when management and our consultants determine that we have a commercial claims we face a critical decision: whether to seek the immense amount of

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capital necessary and proceed to develop a producing claims on our own or to seek an alliance with one or more large mining companies that have the experience, personnel and financial depth to carry forward the creation of a producing mine.  Until we see the production of actual ore from our claims we will see no revenues.  Any investment decision based on revenues should take all of the above factors into consideration.

Our Officers And Directors May Decline to Cover The Balance of the Costs Of This Offering, Putting All Shareholders in Jeopardy.

Should Mr. Larsen and Ms. Cousineau decline to cover to satisfy the balance of the expenses incurred for this offering all shareholders, including them and the selling shareholders and the vendor of the mineral claims would be placed in jeopardy and the registrant would be insolvent.

Should this come to pass the value of all shares would be nil and all shareholders would lose their investment.

Risks Related to the Securities Market

There is no liquidity and no public market for our common stock and it may prove impossible to sell your shares.

There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the NASD over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.  If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

We are competing with our selling securities holders in our sales in this offering and this may hurt our ability to sell.

Concurrently with our offering of 2,000,000 shares, our selling security holders are offering 260,000 shares of our stock.  We will not receive any proceeds from the sales, if any, of the 260,000 shares offered by our selling security holders. Because of this, our ability to sell shares and to raise necessary capital may be severely impeded. We could become more impeded if our shares are quoted on the OTCBB, since our shareholders may sell at a price below $.15 per share and this could have a negative impact upon our ability to sell our 2,000,000 shares.                                         

Our Auditors have expressed substantial doubt about our ability to continue as a “going concern”.

The accompanying financial statements have been prepared assuming that we will continue as a going concern.  As discussed in Note 1 to the financial statements, we were incorporated on December 27, 1995, and we do not have a history of earnings, which raises substantial doubt about our ability to continue as a going concern. Our management's plans in regard to this matter are described in Note 6. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.                                                              9

Forward-Looking Statements

This prospectus includes forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements under the captions “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus. You should not rely on these forward-looking statements which apply only as of the date of this prospectus. These statements refer to our future plans, objectives, expectations and intentions. We use words such as “believe,” “anticipate,” “expect,” “intend,” “estimate” and similar expressions to identify forward-looking statements. This prospectus also contains forward-looking statements attributed to third parties relating to their estimates regarding the growth of certain ma rkets. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could contribute to these differences include those discussed in the preceding pages and elsewhere in this prospectus.

Risks associated with forward-looking statements.

This prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations, including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this prospectus include or relate to:

(1)         Our ability to market ore that may be found,

(2)         Our ability to obtain clear title to our claims,

(3)         Our ability to overcome delays in exploration and mining efforts,

(4)         Our ability to find commercially exploitable minerals, and

(5)         Our ability to obtain and retain sufficient capital for future operations.

Use of Proceeds

The following table indicates the use of proceeds based on the percentage of the financing that is successfully sold.

Analysis of Financing Scenarios

Expenses	Table 1 100% of Offering Sold	Table 2 75% of Offering Sold	Table 3 50% of Offering Sold	Table 4 331/3 % of Offering Sold
Gross Proceed	$300,000	$225,000	$150,000	$100,000
Less: Expenses of Offering     SEC filing fees	45	45	45	45
Legal Fees	15,000	15,000	15,000	15,000
Accounting	7,000	7,000	7,000	7,000
Electronic Filing & Printing	9,955	9,955	9,955	9,955
Net Proceeds	268,000	193,000	118,000	68,000
Use of Net Proceeds
Phase One Expenses
Geologist	7,000	7,000	7,000	7,000
Grid Emplacement	8,000	8,000	8,000	8,000
GPS Survey	5,000	5,000	5,000	5,000
HLEM Magnetometer Survey	20,000	20,000	20,000	20,000
Report	5,000	5,000	5,000	5,000
Contingency (10%)	5,000	5,000	5,000	5,000
One year’s Working Capital	218,000	143,000	68,000	18,000
Legal	4,500	4,500	4,500	4,500
Accounting	7,000	7,000	7,000	7,000
Transfer Fees	1,200	1,200	1,200	500
Office Expenses	7,000	7,000	7,000	-
Additional Claims Acquisition	30 ,000	25,000	10,000	-
Reserve for Phase two	100,000	98,300	-	-
General Working Capital	68,300	-	38,300	6,000
Total Use of Net Proceeds	$258,000	$193,000	$118,000	$68,000

Under table 1, 100% or 2,000,000 of the shares being offered (maximum offering) will be sold for gross proceeds of $300,000. The offering should provide adequate capital to fund the costs of the offering, fund the phase one exploration work program on the mineral claims, fund the necessary filing fees on the mineral claims over the next twelve months, provide funds for one or more additional exploration properties and fund the costs of our operations over the next twelve months. The excess of proceeds above these costs is $68,300 and is allocated to general working capital.

If after completing the phase one exploration work program, the determination is not to

proceed with the phase two work program, we will use the funds for future working capital

requirements to keep us in good standing with the appropriate regulatory authorities. These costs consist predominately of legal and accounting costs for quarterly and annual reports and transfer agent fees. If it is determined that we should not proceed with phase two of the exploration program, we will have adequate capital to acquire one or more interesting prospects that are worthy of investigation.

Once we complete our current exploration program and are successful in identifying a mineral deposit, we will have to spend substantial funds on farther drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

Table 2

Under table 2, 75% or 1, 500,000 of the shares being offered will be sold for gross proceeds of

$225,000. The offering should provide adequate capital to fund the costs of the offering, fund the phase one exploration work program on the mineral claims, fund the necessary filing fees on the mineral claims over the next twelve months and fund the basic costs of our operations over the next twelve months.

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The $98,300 has been preliminary designated for phase two of the mineral exploration program on the mineral claims, dependent on our determination to proceed with phase two. The phase two mineral exploration program is budgeted for $ 100,000 which will not require us to raise additional funds to cover the costs of the exploration program and the general and administrative costs to administer phase two as outlined above in Table 1. 

At the present time we do not know of any contingencies that would be likely to cause us to change our use of proceeds. If after completing the phase one exploration work program, the determination is not to proceed with the phase two exploration work program, we will use the funds for future working capital requirements to keep us in good standing with the appropriate regulatory authorities and to investigate other mineral prospects.

Table 3

Under table 3, 50% or 1,000,000 of the shares being offered will be sold for gross proceeds of $150,000. The offering should provide adequate capital to fund the costs of the offering, fund the phase one exploration work program on the mineral claims, fund the necessary filing fees on the mineral claims over the next twelve months and fund the basic costs of our operations over the next twelve months. The excess of proceeds above these costs is $36,300 and is allocated to general working capital.

The $ 68,000 has been preliminarily designated for phase two of the mineral exploration program on the mineral claims dependent on our determination to proceed with phase two. The phase two mineral exploration program is budgeted for $ 100,000 which requires us to

raise additional funds to cover the costs of the exploration program as well as any financing

costs to raise the additional funds and the general and administrative costs to administer the Phase 2 mineral exploration program. At this time, there are no plans to raise any additional funds in the future and there are no assurances that we will be able to raise such additional funds. If we need additional funds and cannot raise them, we will have to suspend or cease operations. These funds may also be used for unanticipated expenses and contingencies including, but not limited to, additional legal fees, accounting and auditing fees, regulatory filing fees and general administrative expenses. At the present time we do not know of any contingencies that would be likely to cause us to change our use of proceeds. If after completing the phase one exploration work program, the determination is not to proceed with the phase two exploration work program, we will use the funds for future working capital requirements to keep us in good standing with the appropriate regulatory authorities. These costs consist predominately of legal and accounting costs for quarterly and annual reports and transfer agent fees.  Some of these funds could be used to acquire one or more prospects that our geologists and engineers recommend for exploration.

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Table 4

Under table 4, 33 1/3% or 666,667 of the shares being offered are sold for gross proceeds of $100,000, the minimum amount to be raised from this offering. All funds received from the sale of the initial 333,334 shares of our common stock will be held in our attorney’s escrow account to be distributed to us when the minimum is achieved or promptly returned to the investors in the event the minimum number of shares is not sold before the offering is closed. The offering should provide adequate capital to fund the balance of the costs of the offering, fund the phase one exploration work program on the mineral claims, fund the necessary filing fees on the mineral claims over the next twelve months and fund the basic costs of our operations over the next twelve months.  There will be no funds available for claims acquisition and office expenses will be extremely minimized.  

With no funds available from the offering for phase two of the mineral exploration program if we should determine to proceed with phase two. The phase two mineral exploration program is budgeted for $100,000 which requires us to raise additional funds to cover the costs of the exploration program as well as any financing costs to raise the additional funds and the general and administrative costs to administer the phase two mineral exploration program. At this time, there are no plans to raise any additional funds in the future and there are no assurances that we will be able to raise any additional funds. If we require additional funds and are unable to raise them we will have to suspend or cease operations. These funds may also be used for unanticipated expenses and contingencies including, but not limited to, additional legal fees, accounting and auditing fees, regulatory filing fees and general administrative expenses. A t the present time we do not know of any contingencies that would be likely to cause us to change our use of proceeds.

If after completing the phase one exploration work program, the determination is not to

proceed with the phase two exploration program, we will use the funds available for future working capital requirements to keep us in good standing with the appropriate regulatory authorities. These costs consist predominately of legal and accounting costs for quarterly and annual reports and transfer agent fees.

General Working Capital

We are and Exploration Stage Company.  That is, our business is to acquire mineral claims and spend our funds to determine whether or not there are commercial mineral reserves present.  This process is done in stages for two primary reasons: (a) to conserve our available capital and (b) to methodically document the exploration process for future use and availability, if and when, we seek further financing or a joint venture partner to further or complete our exploration and become a commercially viable operation.

A detailed breakdown of phase 2 covering expenditures should we complete our 2,000,000 share offering or a completion of 75% of our offering follows:

From working capital the sum of $100,000 has been preliminary designated for phase 2 of the mineral exploration program on the mineral claims dependent on our determination to proceed with phase two. This figure is an estimate.  Specific costs will be determined at the commencement of phase 2.

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Variations in costs will be determined by the availability and current cost of a geologist and crew.  Prices and tariffs for trenching equipment and its labor and transportation may vary somewhat. The exact number of samples taken and assayed will determine the exact cost of this procedure. We believe that our estimates are fairly accurate and the cumulative cost projections are accurate. Other than the slight variations mentioned above we have no intention of significantly deviating from this plan.

Our consulting geologist has advised us the he will analyze the results from the Phase 1 program and draw up a list of recommendations.  His recommendations will likely include:

expense for geologist and crew to narrow grid

$12,000;

sampling and analysis of samples,

$  9,000;

trenching sampling and analysis

(including equipment transport and operator)

$30,000;  

churn drilling, sampling and analysis

(including equipment transport and operating crew), $40,000; and

Contingency of

$  9,000.

Total

$100,000

An integral part of our business plan is to provide for the acquisition of further mineral claims to enhance our chances of discovering commercial reserves.  An alternate plan would be to become someone else’s joint venture partner, adding our financial strength to further explore properties that have gone through initial stages of exploration and show promise.

In summary, the more capital that is at our disposal, the more chances we have to be successful.  If we are able to attract subscribers for the maximum of our share offering we will be in a much better position than if we attract only the minimum amount of capital.

We will not compensate any officer or director from the proceeds of this offering and we have not allocated any capital for any such remuneration.   

Mr. Larsen, our president and Ms. Cousineau, our secretary/treasurer have verbally indicated that they will advance up to $45,000 over the next six months to cover any additional funds

necessary for us to proceed with this offering and to cover the $10,000 required minimum

expenditure on our claims by May 20, 2007.  These funds will be advanced to pay for the balance of the estimated offering costs of $34,000. Mr. Larsen and Ms. Cousineau have verbally agreed that these funds would be advanced as shareholder loans, would bear no interest and would have no terms of repayment other than any accumulated shareholder loans

for the purpose of paying for our offering costs will be repaid out of the proceeds of this offering. Neither Mr. Larsen nor Ms. Cousineau is legally obligated to provide such loans.

Ms. Cousineau has already advanced $6,500 to re-stake our claims and provide an updated geological report.  The decision to advance this money was made outside of her commitment to advance funds for the completion of this offering.  Ms. Cousineau has agreed that the $6,500 would be loaned outside of the above-mentioned commitment.  This loan will not be repaid out of the proceeds of this offering.

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Determination of Offering Price

The offering price of this issue was set arbitrarily by our executives by taking into account funds necessary to implement our business plan and the expenses of preparing, amending and filing this offering; added amounts to cover contingencies and dividing the resultant sum by a price per share that we feel will be acceptable to potential investors.  The offering price does not reflect market value, assets or any established criteria of valuation. 

Dilution

Prior to this offering there are 11,510,000 shares of stock issued and outstanding; 260,000 of these shares are being registered for sale by our present shareholders in this prospectus. The selling shareholder offering is concurrent with the offering of 2,000,000 shares at $0.15 per share by us. Both offerings are being registered pursuant to this prospectus.

The following table illustrates the difference between the price paid by present shareholders and the price to be paid by subscribers to this offering.

Shareholder type	Average of price paid	Percentage of consideration (33 1/3% subscription)	Percentage of consideration (75% subscription)	Percentage of consideration (100% subscription)	Percentage of shares held (33 1/3% subscription)	Percentage of shares held (75% subscription)	Percentage of shares held (100% subscription)
Present shareholders	$0.003	29.75	15.84	12.37	95.57	90.56	87.80
Investors in this offering	$ 0.15	70.25	84.16	87.63	4.43	9.44	12.20

The following table will show the net tangible value of the shares before and after shares are subscribed in this offering. The net tangible value after shares are subscribed for is net of the estimated offering expenses of $32,000.

	Before offering	After 33 1/3% of offering	After 75% of offering	After 100% of offering
Net tangible book value per share:	$0.000	$0.01	$0.02	$0.02
Increase in net tangible book value for current investors:	NA	$0.01	$0.02	$0.02
Dilution factor to new investors:	NA	$0.14	$0.13.	$0.13

The above table indicates that our net tangible book value as of June 30, 2006 was $0.000.  If one-third of this offering were subscribed to (our minimum) you would lose 14 cents value (93.3%) of the 15 cents you paid per share. If three quarters of this offering were subscribed to, you would lose 13 cents value (87%) of the 15 cents you paid per share. If all of the offering were completed you would still lose 13 cents (86%) per share of the 15 cents you invested.

“Dilution” means the difference between our public offering price of $0.15 per share and our pro forma net tangible book value per share after giving effect to this offering. Net tangible book value per share is

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determined by dividing our tangible net worth, consisting of tangible assets less total liabilities, by the number of shares outstanding. The above table shows the net tangible book value of our shares both before and after the completion of this offering.

Selling Shareholders

The selling shareholders named in this prospectus are offering   260,000 shares of the   2,260,000 shares of common stock offered through this prospectus. The shares of our common stock that the selling shareholders are registering were acquired from us in an offering that was exempt from registration under Section 4 (2) and Regulation S of the Securities Act of 1933. The selling shareholder offering is concurrent with the offering of 2,000,000 shares at $ 0.15 per share by us. Both offerings are being registered pursuant to this prospectus.

Other than the costs of preparing this Prospectus and a registration fee to the Securities and Exchange Commission, we are not paying any costs relating to the sales of shares of our common stock by the Selling Shareholders. Each of the Selling Shareholders, or their transferees, and intermediaries to whom such securities may be sold may be deemed to be an “underwriter” of the common stock offered in this prospectus, as that term is defined under the Securities Act. Each of the Selling Shareholders, or their transferees, may sell shares of our common stock from time to time for their own account in the open market at the prevailing prices, or in individually negotiated transactions at such prices as may be agreed upon. The net proceeds from the sale of shares of our common stock by the Selling Shareholders will inure entirely to their benefit and not to ours.

Until we are listed for trading on the OTC Bulletin Board selling shareholders are restricted to selling their shares at $ 0.15 per share. Their shares may be sold through brokers or dealers or through private transactions at the offering price of $ 0.15 per share.   Once we are listed, their

shares may be offered for sale from time to time in regular brokerage transactions in the over-

the-counter market, or through brokers or dealers, or in private sales or negotiated transactions, or otherwise, at prices related to the then prevailing market prices. Thus, in a sale to the public, they will be required to deliver a current prospectus in connection with the offer or sale of their shares of our common stock. In the absence of a current prospectus, if required, these shares of our common stock may not be sold publicly without restriction unless held by a non-affiliate for two years, or after one year subject to volume limitations and satisfaction of other conditions. The Selling Shareholders are hereby advised that Regulation M of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934 will be applicable to their sales of these shares of our common stock. These rules contain various prohibitions against trading by persons interested in a distribution and against so-called  7;stabilization” activities.

The Selling Shareholders, or their transferees, might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933 and any profit on the resale of these shares of our common stock as principal might be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Any sale of these shares of our common stock by Selling Shareholders, or their transferees, through broker-dealers may cause the broker-dealers to be considered as participating in a distribution and subject to Regulation M promulgated under the Securities Exchange Act of 1934, as amended. If

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any such transaction were a “distribution” for purposes of Regulation M, then such broker-dealers might be required to cease making a market in our equity securities for either two or nine trading days prior to, and until the completion of, such activity.

The Selling Shareholders named in this prospectus are offering all of their shares of common stock through this prospectus. None of our selling share holders are broker-dealers or have any affiliation with any broker dealers.

Any changes in selling security holders after the registration statement is effective would be reflected in a Post-Effective amendment.

The following table provides as of the date of this prospectus information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. the number of shares owned by each prior to this offering;

2. the total number of shares that are to be offered for each;

3. the total number of shares that will be owned by each upon completion of the offering;

4. the percentage owned by each; and

5. the identity of the beneficial holder of any entity that owns the shares.

Name of selling Shareholder	Shares owned prior to this offering	Total number of shares to be offered for selling shareholder’s account	Total shares to be owned Upon completion of this offering	Percent owned upon completion of this offering
Daniel O’Shaughnessy 1124 Stony Lane Gladwyn, PA 19035  Corey Nikoloric 7070 East 11th Avenue Denver, CO 80220	5,000 5,000	5,000 5000	-0- -0-	-0- -0-
Tom J. Charlton 7816 Calla Donna PL SW Calgary, AB T2P 3G6	10,000	10,000	-0-	-0-
Timothy K. Wong 66-15 52nd Avenue Maspeth, NY 11378	10,000	10,000	-0-	-0-
Kathleen F. Sullivan 8 Loucroft Avenue Haden Heights, NJ 08035	10,000	10,000	-0-	-0-
Ronald Chan 104 – 360 East 14th Avenue Vancouver, BC V5T 2M8	10,000	10,000	-0-	-0-
Anne Dysart 419 Huntsville Crescent, NW Apartment 3 Calgary, AB T2K 4W3	10,000	10,000	-0-	-0-
Janet Loss 1780 South Bellaire, Suite 500 Denver, CO 80222	10,000	10,000	-0-	-0-
Timothy E. Conlon 3538 Collins Street Castle Rock, CO 80108	10,000	10,000	-0-	-0-
Edward G. Byrd 6228 Summit Avenue West Vancouver, BC V7W 1Y2	10,000	10,000	-0-	-0-
Sarah C. N. Byrd 6228 Summit Avenue West Vancouver, BC V7W 1Y2	10,000	10,000	-0-	-0-
Darryl Culp 1705 Ramsay Street, SE Calgary, AB T2G 4H6	10,000	10,000	-0-	-0-
Brent Jardine 140 East 27th Street North Vancouver, BC V7N 1B5	10,000	10,000	-0-	-0-
Ralph Biggar 989 Richards Street, Suite 503 Vancouver, BC V6B 6R6	10,000	10,000	-0-	-0-
John Azzolini 3002-7171 Coachhill Road Calgary, AB T3H 3R7	10,000	10,000	-0-	-0-
Paul Fong 1802 – 888 Pacific Street Vancouver, BC V6Z 2S6	10,000	10,000	-0-	-0-
Patricia A. Tarantino 2 Overlook Road Plymouth, MA 02360	10,000	10,000	-0-	-0-
James F. Conway 901 East Clements Bridge Road Runnemede, NJ 08078	10,000	10,000	-0-	-0-
Doug Kincaid 7648 Severn Drive Denver, CO 80230	10,000	10,000	-0-	-0-
Martin O’Shaughnessy 305 Crystal Lake Avenue Haddonfield, NJ 08033	10,000	10,000	-0-	-0-
Robert D. Welliver 530 Kennerly Road Springfield, PA 19064	10,000	10,000	-0-	-0-
Mary Elizabeth Walters 2765 NE 19th Street Fort Lauderdale, FL 33305	10,000	10,000	-0-	-0-
Rachael Hodyno 7617 SW 105 Avenue Miami, FL 33173	40,000	40,000	-0-	-0-

Except as otherwise noted in the above list, the named party has purchased for cash and beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 11,510,000 shares of common stock outstanding on the date of this prospectus.

Plan of Distribution

General

Currently, we plan to have our officers and directors, specifically Mr. Larsen and Ms. Cousineau sell their common shares on a self-underwritten basis. The will receive no discounts or commissions. Our officers will deliver prospectuses to those individuals who they believe might have interest in purchasing all or part of this offering.

We will attempt to sell a maximum of 2,000,000 shares of our common stock to the public at a price of $0.15 per share on a “self underwritten” basis. We have established a minimum offering of 666,667 shares of common stock at $0.15 per share with proceeds of $100,000.  If this minimum is not reached during the effective period of this prospectus, all monies will be promptly returned to subscribers.  We have established an Escrow Account with our legal counsel, Joseph I. Emas.  All funds will be deposited in this escrow account until the minimum subscription of $100,000 dollars is reached.  Upon reaching the minimum, all funds will be released to First Corporation.  If the minimum is not reached, all funds

will be immediately returned to the prospective investors. No interest will be earned on the escrowed

funds and no interest will be paid to subscribers if we are unsuccessful in reaching the minimum subscription.

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Mr. Emas has agreed to a flat fee of $1,000 for acting as our escrow agent until the minimum is reached.  Should we be unsuccessful in reaching the minimum subscription amount, payment of the escrow agent fee will be likely paid by our officers and directors although our officers and directors while making a non-bonding commitment to satisfy the fee, have no legal obligation to do so.

There can be no assurance that any of these shares will be sold. Our gross proceeds will be $300,000 if all the shares offered are sold. Neither we nor our officer or directors, nor any other person, will pay commissions or other fees, directly or indirectly, to any person or firm in connection with solicitation of the sales of the shares.

The following discussion addresses the material terms of the plan of distribution.

There is currently no market for any of our shares and little likelihood that a public market for such securities will develop after the closing of this offering or be sustained if developed. As such, investors may not be able to readily dispose of any shares purchased in this offering.

Shares will be sold in reliance upon the safe harbor provisions of Rule 3a4-1 under the

Exchange Act. Our officers and directors, Todd Larsen and Sheryl Cousineau will conduct the

offering. Although Mr. Larsen and Ms. Cousineau are associated persons as that term is defined in Rule 3a4-1 under the Exchange Act, they will not be deemed to be a broker or dealer in the sale of our securities. More particularly Mr. Larsen and Ms. Cousineau satisfy Rule 3a4-1 of the Exchange Act for the following reasons:

* Mr. Larsen and Ms. Cousineau are not subject to a statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act at the time of his participation in the sale of our securities.

* Neither Mr. Larsen nor Ms. Cousineau will be compensated for their participation in the sale of our securities by the payment of commission or other payment based either directly or indirectly on transactions in securities.

* Mr. Larsen and Ms. Cousineau are not associated persons of a broker or dealers at the time of his participation in the sale of our securities.

* Both Mr. Larsen and Ms. Cousineau meet the conditions of paragraph (a)(4)(iii) of Rule 3a4-1 under the Exchange Act and accordingly they will restrict their participation to the following activities:

a) Preparing any written communication or delivering any communication through the mails or other means that does not involve oral solicitation by him of a potential purchaser. Such written communication shall be approved by our Board of Directors.

b) Responding to inquiries of potential purchasers in a communication initiated by the potential

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purchasers, provided however, that the contents of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document. Any contact with potential purchasers by Mr. Larsen and Ms. Cousineau shall be in form of returning a telephone call from a communication initiated by the potential purchasers in the event the potential purchasers cannot reach Mr. Larsen and Ms. Cousineau directly or respond by written communication.  No direct or indirect solicitation shall be conducted and no discussion shall include any information outside of that contained in a registration statement filed under the Securities Act or other offering document.

c) Performing ministerial and clerical work involved in effecting any transaction, specifically, overseeing the mailing of any communication and responding to potential purchasers as described in (b) above.

Joseph I. Emas, our securities counsel, has opined with respect to our stock.

Mr. Larsen and our other director, Ms. Cousineau as well as all current shareholders, may purchase securities in this offering upon the same terms and conditions as public investors without limitation. Mr. Larsen and Ms. Cousineau as well as current shareholders may purchase securities in this offering to reach the minimum offering amount. We have informed both Mr. Larsen and Ms. Cousineau that while they are purchasing the securities, they  

       (1)  are required to comply with Regulation M under the Securities Exchange Act of 1934 (as described      in more detail below);

       (2)  may not engage in any stabilization activity, except as permitted under the Securities Exchange Act of 1934;

       (3)  are required to furnish each broker-dealer (who may offer the common stock to be resold by our                               

         shareholders) copies of this prospectus, and

              (4) may not bid for or purchase any of our securities or attempt to induce any person to purchase any such securities except as permitted under the Securities Exchange Act of 1934.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a

distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.  Mr. Larsen and Ms. Cousineau, if they purchase securities to reach the minimum offering, will either (i) purchase securities immediately prior to the completion of the offering in order to reach the minimum amount; or (ii) make such purchases in reliance on an exemption pursuant to Regulation M, particularly that of purchases of securities from an issuer or selling security holder in connection with a distribution, that are not effected on a securities exchange, or through an inter-dealer quotation system or electronic communications network.

Both Mr. Larsen and Ms. Cousineau intend to deliver copies of the registration statement to close friends, relatives, former investors and business associates with a view to having them subscribe for shares of the offering. The registration statement will also be shown to other persons that either of our directors have reason to believe may have an interest in investing in First Corporation. Mr. Larsen and

Ms. Cousineau will respond to inquiries of potential purchasers who have reviewed the registration statement and have questions regarding the offering. Responses to these inquiries will be limited to the contents of the registration statement. Investors will not be provided with any ancillary information. Mr. Larsen and Ms. Cousineau intend to contact all the investors who received a requested copy of the

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registration statement to see if the investor wishes to participate in the offering. The process will continue until we decide to close the offering or cease selling efforts.

The offering will remain open for a period until _____, 2007 or 180 days from the date of this prospectus, unless the entire gross proceeds are earlier received or we decide, in our sole discretion, to cease selling efforts.

Concurrent with this offering, our selling shareholders are selling 260,000 shares of common stock which represents over eleven percent of the common stock being offered in this registration statement. The 260,000 shares of common stock were issued for an effective cash consideration of $ 0.10 per share in October of 2004 which is 66.67 % of the offering price to the public of $0.15 per share in this registration statement. The effect of the selling shareholders is they may be willing to sell at lower prices than the $ 0.15 price per share in our offering once our shares are successfully listed on the OTCBB. This may impeded our ability to raise capital in our registration statement and any subsequent secondary offerings. No

arrangement is in place to counter this effect. The selling shareholder offering is concurrent with the offering of 2,000,000 shares at $ 0.15 per share by us. Both offerings are being registered pursuant to this prospectus.

Should our minimum subscription of 666,667 shares of our common stock ($100,000) not be reached, all costs of the offering will be likely covered by our officers and directors although our officers and directors, while making a non-binding commitment to satisfying the costs, have no legal obligation to satisfy such costs..  The amount(s) in question would deal with printing and postage and would be added to the amounts already guaranteed by Mr. Larsen and Ms. Cousineau. This amount would be put forth as a shareholder loan with no set interest or terms of repayment.  Other than the commitment contained in this paragraph and their signatures attached hereto and minutes of the board containing this commitment, neither of our officers and directors have executed any other document regarding the payments mentioned.  Should Mr. Larsen and Ms. Cousineau decline to cover to satisfy the balance of the expenses incurred for this offering all shareholders, including them and the selling shareholders and the vendor of the mineral claims would be placed in jeopardy and the registrant would be insolvent.

While the registration statement is effective, selling shareholders may sell their shares directly to the public at price of $ 0.15 per share until our shares are quoted on the OTCBB, if ever, and thereafter at the prevailing market price of the OTCBB, without the aid of a broker or dealer, or they may sell their shares through a broker or dealer. Any commission, fee or other compensation of a broker or dealer would depend on the brokers or dealers involved in the transaction.

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1. On such public markets or exchanges as the common stock may from time to time be trading;

2.  In privately negotiated transactions;

3.  Through the writing of options on the common stock;

4.  In short sales; or

5. In any combination of these methods of distribution

After listing on the OTCBB, the sales price offered by the selling shareholders to the public may be:

1.  The market price prevailing at the time of sale;

2.  A price related to such prevailing market price; or

3.  Such other price as the selling shareholders determine from time to time.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any

broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares

offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

   -  - contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;                                                 

·

-  - contains a description of the broker's or dealer’s duties to the customer and of the rights and remedies

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·

 available to the customer with respect to a violation to such duties or other requirements;

O       -  - contains a brief, clear, narrative description of a dealer market, including “bid” and “ask”  prices for penny stocks and the significance of the spread between the bid and ask price;

O      - contains a toll-free telephone number for inquiries on disciplinary actions;

O      - defines significant  terms in the disclosure document or in the conduct of trading penny stocks; and

  - contains such other information and is in such form (including language, type, size, and format) as the   Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

O       - the  compensation of the broker-dealer and its salesperson in the transaction;

          -  -  the number of shares to which such bid and ask prices apply, or other comparable information relating to  the depth and liquidity of the market for such stock; and

         - monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Rule 144 Shares

A total of 345,300 shares of our common stock are eligible for resale to the public at the time this registration statement becomes affective, if ever in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year

is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.  1% of the number of shares of the company’s common stock then outstanding which, in our case, will equal approximately 115,100 shares as of the date of this prospectus; or

2.  the average weekly trading volume of the company’s common stock during the four calendar weeks preceding  the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

As of the date of this prospectus, the three persons mentioned above and who are not affiliates each hold 115,100 of the shares that will be eligible for Rule 144 sales.

We are bearing all costs relating to the registration of the common stock. The selling shareholders

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however, will pay any commissions or other fees payable to brokers or dealers in connection with any

sale of the common stock by such selling shareholders.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.  Not engage in any stabilization activities in connection with our common stock;

2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.  Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

No public market currently exists for our shares of common stock.  We intend to apply to have our shares traded on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB, is a securities market but should not be confused with the NASDAQ market. OTCBB companies are subject to far less restrictions and regulations than are companies traded on the NASDAQ market. However there is no assurance that we can be traded on the OTCBB.

Legal Proceedings.

We are not aware of any legal proceedings that have been or are currently being undertaken for or against us or are we aware of any contemplated.

Directors, Executive Officers, Promoters and Control Persons

Directors:

Name of Director                                                                  Age

Todd S. Larsen                                                                        42

Sheryl Cousineau                                                                    29

Executive Officers:

Name of Officer                                                                     Office

Todd Larsen                                    Director, President and CEO since January 31, 2006

Sheryl Cousineau                                                   Sheryl Cousineau                            Director and  Secretary/ Treasurer since December 21, 2003

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The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

Todd Larsen, President and Chief Executive Officer and Director

Todd Larsen became the President and Chief Executive Officer of First Corporation on January 31, 2006.

August 1995 – Present

Mr. Larsen founded and serves as Managing Partner of GSA International Forwarders, Calgary, AB.   He manages all operations including shipping of over 1,500 international shipping containers each year.  His duties include and have included since the Company’s Inception in 1995, the hiring and training of all administration, sales and operational staff.  He also conducts spot freight negotiations and prepares all sales forecasting and budgeting.

April 1990 – August 1995  Senior Freight Forwarder, Trans Global Transportation Services, Ltd., Calgary, AB. Mr. Larsen managed all of the high volume accounts while employed by Trans Global and negotiated spot and contract rates with ocean, air and ground carriers across North America.  He also supervised account traffic operations to insure correct shipment booking and routing.  He developed Trans Global’s computer network and developed their software.  He was also involved with sales budgeting, staff training, billing and payable approval and costing analysis.

Mr. Larsen holds a Bachelor of Arts degree in Economics with Management emphasis from the University of Calgary, Calgary, Alberta.

Mr. Larsen anticipating spending two hours a day or 20% of his time to the affairs of the registrant when phase one of the exploration program as recommended by our Professional Geologist is commenced, is completed and if or when we determine that we will proceed with phase two. Should phase 2 be proceeded with, he would spend 30% of his time on our affairs.

Sheryl Cousineau, Chief Financial Officer, Secretary, Treasurer and Director

Ms. Sheryl Cousineau became a director of our company on December 21, 2003 and currently devotes approximately one hour per day to affairs of First Corporation. Upon the commencement of phase 1 and during phase 2 her time devoted to our affairs would be expanded to three ours or more, mainly involved with office administration and assisting Mr. Larsen in his duties.

1994 - 1999  Ms. Cousineau was employed as a teacher’s assistant with the Toronto Board of Education. Among her duties she assisted with both junior and senior kindergarten as well as special needs children.  Part of her duties included planning of activities and snacks, did outside playtime duty and assisted children with assignments.

1999 - 2000  Ms. Cousineau was in the Management Training Program of Hidden Hitch, Ltd. in Huntsville, Ontario.  The training program entailed hands-on experience in various departments

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including assembly line, quality control, packaging, shipping and receiving and painting.                                                       

2000- 2001  Assistant Sales Manager EXL Systems of Canada.  Ms. Cousineau office trained and on-site trained sales people marketing a high-end cleaning and air purifying product.

2001 – 2002 Assistant Manager – Hostess Muskoka on the Rocks, Huntsville, Ontario.  Duties included supervising bar activities, inventory, customer greeting and assuring fine dining atmosphere.

In September, 2002, Ms. Cousineau moved to Calgary, Alberta to become the Sales and Promotion Manager of VIP Magazine, a publication targeting high income consumers.  The magazine ceased publication and all operations in April 2004.

Beginning in August, 2004 Ms. Cousineau became General Manager of Fish Creek Market, Calgary, Alberta.  Her duties cover personnel, ordering, banking, advertising and all other duties entailed in running a very successful specialty supermarket.

Ms. Cousineau will spend about four hours a week or 10% of her time on our affairs until this registration statement becomes effective.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Conflicts of Interest

We do not have any procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities.

Significant Employees

We have no significant employees other than the officers and directors described above.

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to beneficially own more than 5% of our outstanding common stock as of June 30, 2006, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial owner	Percent of class
Common Stock	Todd Larsen* 156 Mt. Robson Circle Calgary, AB T2Z 2C1                      27	7,500,000	65.16
Common Stock	Sheryl Cousineau** 16125 Shawbrooke Road, SW Calgary, AB T2Y 3B3	2,000,000	17.38
Common Stock	All executive officers and directors as a group (one person)	9,500,000	82.54

* Mr.Larsen purchased 7,500,000 post-split shares of restricted common stock from Peter Forst who had served as a director, President and CEO since October 12, 2004. Payment to Mr. Forst for his shares consisted of $10,000

The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were
47;restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act. Mr. Larsen  is not a United States Person, nor was Mr. Larsen acquiring the Shares directly or indirectly for the account or benefit of a United States Person.  None of the funds used by Mr. Larsen  to purchase the Units have been obtained from United States Persons. For purposes of this Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts..                     28

**Ms. Cousineau purchased 700,000 pre-split shares from the original incorporator and Director of the registrant, Inge Kerster On December 21, 2003.  This purchase was made in reliance on the exemptions provided by Rule 144 and Regulation S.

A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof.  The percent of class is based on 11,510,000 shares of common stock issued and outstanding as of the date of this prospectus.

Description of Securities

General

Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share and 10,000,000 shares of preferred stock at a par value of $0.001 per share.

Common Stock

As at the date of this prospectus, 11,510,000 shares of common stock are issued and outstanding and held by 29 shareholders.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of

directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

The Articles of Incorporation of First Corporation authorize the issuance of 10,000,000 shares of preferred stock. The Board of Directors is authorized to issue preferred shares from time to time in series and is further authorized to establish such series, to fix and determine the variations in the relative rights and preferences as common stock.  No preferred stock has been issued.  

It should be noted that even if the maximum amount of shares being registered in this offering were

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subscribed for there are 88,490,000 shares of common stock and all 10,000,000 shares of preferred stock un-issued by First Corporation.  Any or all of this un-issued stock could be issued to delay, defer or prevent a change of control of the registrant.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding. We may in the future establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our

common stock or any rights convertible or exchangeable into shares of our common stock.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect of more than $50,000, in the registrant or any of its parents or subsidiaries. No person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Our securities counsel is Joseph I. Emas, of Miami Beach, Florida. Mr. Emas passed upon the validity of the issuance of our securities under Colorado law.

The financial statements included in this prospectus and the registration statement have been audited by Madsen Brothers, CPAs of Murray, Utah to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The geological report for the FirstCorp claims was prepared by B. Dewonck, B.Sc., P. Geo., and is included in reliance upon such report given upon the authority of Mr. Dewonck as a professional geologist.

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Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our directors and officers are indemnified as provided by the Colorado Statutes and our Bylaws.  The Colorado Statutes permits a Colorado corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. Our Articles of Incorpor ation provide that we shall indemnify directors and executive officers to the fullest extent now or hereafter permitted by the Colorado Statutes. The indemnification provided by the Colorado Statutes and our Articles of Incorporation is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

We may also purchase and maintain insurance for the benefit of any director or officer that

may cover claims for which we could not indemnify such person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court’s decision.

Organization within Last Five Years

We were incorporated on December 27, 1995 under the laws of the state of Colorado. On the date of our incorporation, we appointed Inge L.E. Kerster as our sole director and officer. Ms. Kerster was issued 750,000 shares of common stock for the time, effort and expense of incorporating First Corporation.  On December 21, 2003, Inge Kerster sold 700,000 of her 750,000 common shares to Ms. Sheryl Cousineau and announced her retirement and resignation from the Board of Directors.  Coincidently with Ms. Kerster’s resignation Ms. Cousineau became the corporation’s sole officer and director. Ms. Cousineau participated in the raising of private investment through October 2004..

On October 12, 2004 Mr. Peter Forst transferred to First Corporation ownership of KRL1242425 and KRL1242673 claims (the First Corp claims) in the Red Lake Mining District of Ontario, Canada for

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cash and 5,000,000 shares of the common stock of First Corporation.  Mr. Forst was elected to the Board of Directors and assumed the office of President and Chief Executive Officer, while Ms. Cousineau retained the offices of Chief Financial Officer, Secretary and Treasurer.

On January 31, 2006, Mr. Forst sold all of his 7,500,000 shares of common stock to Mr. Todd Larsen of Calgary, Alberta, Canada.

Mr. Forst tendered his resignation from the Board and Mr. Larsen was appointed in his place and was elected to the offices of President and Chief Executive Officer.  As Mr. Forst received $15,000 from First corporation (the amount he expended in securing our claims) and in addition received his share position.

Mr. Larsen, Ms. Cousineau and Mr. Forst are jointly and individually promoters of First Corporation.

Description of Business

We are an exploration stage company engaged in the acquisition and exploration of mineral

properties. By a mineral claims agreement with our previous President, dated October 12,

2004, we purchased a 100% interest in the FirstCorp claims. These claims consist of two adjacent mineral claims of 1280 acres each located at the southwest end of what is known as the Confederation Lakes Area. Our claims straddle Highway 105, the Red Lake Highway that connects the Red Lake Mining District to the Trans Canada Highway near Vermillion Bay, Ontario, some 110 Kilometers (70 miles) south. We assumed a minimum work requirement of approximately US$ 10,000 (CD $12,800) by May 5, 2005 with the claims purchase. Instead of fulfilling the minimum work requirement we elected to hire a staking crew and re-stake the claims as they expired, saving nearly one-half of the amount of money required by the minimum expenditures and extending the period before any additional work requirements are necessary to May 20, 2007. Both claims are in good standing with the Province of Ontario.

Our officers and directors have agreed to advance the sum of $20,000 on May 1, 2007 to order the GPS survey ($5,000)as outlined in phase 1 of our proposed exploration program and pay the geologist and crew for initial mapping and sampling ($17,000).  Our geological consultants have informed us that they will commence work on or before May 15, 2007.  The government of the Province of Ontario will accept the combined expenditures and the work(s) in progress as sufficient evidence of our meeting the requirements for minimum expenditures.  Should weather or other factors delay this work, Mr. Larsen and Ms. Cousineau have agreed to advance the sum of $12,800 Canadian to the Government of Ontario to keep our claims in good standing.  

During the period from incorporation, December 27, 1995, to the date of this prospectus, we have raised capital through the sale of shares of our common stock and by funds advanced by our officers and directors in order to cover administrative expenses, the costs of the geological report and fund the cash payment for the purchase of the FirstCorp claims. Prior to the acquisition of the FirstCorp claims we investigated several business opportunities, mainly in the mining and fossil fuels exploration industry. Prices of both precious and base metals were severely depressed during most of the period from 1995

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 through late 2003 and all prospects presented to us were declined.  Oil and gas prices were also relatively low which made North American exploration by a junior company impracticable. Fund raising during that period was also extremely difficult.  

Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our properties, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future

exploration is determined. We have no known reserves of any type of mineral.

To date, we have not discovered an economically viable mineral deposit on the FirstCorp claims, and there is no assurance that we will discover one.

We do not consider ourselves to be a blank check as the term is defined in Regulation C, Rule 419, and we do not intend to merge with or acquire another company in the foreseeable future.

FirstCorp Claims Agreement

Cash Payment

We have paid the sum of $15,000 cash upon execution of the agreement with our previous president and CEO, Mr. Forst and $2,500 to cover the cost of the Geological Report.  No further cash consideration is due pursuant to the agreement.

Exploration Expenditures Necessary to Maintain Our Claims in Good Standing

At least US$ 1 0 ,000 by midnight on May 20, 2007.

If the above exploration expenditures have not been made by the May 20 deadline we will lose any and all rights to the mineral claims.

Issuance of Shares

We issued 5,000,000 shares in our capital stock to Mr. Peter Forst, our previous President upon execution of the assignment of the claims. The 5,000,000 shares were issued at a deemed value of $15,000 or $0.003 per share. Mr. Forst subsequently sold his interest in a private sale to our present President and CEO, Todd Larsen.  Mr. Larsen holds his shares and is subject to the exemption offered and restrictions demanded by Rule 144 of the Act, including the one year mandatory hold commencing on the day of his purchase.

The total consideration paid to Mr. Forst upon execution of the assignment agreement was $30,000 in cash and stock. The valuation of the purchase agreement was negotiated between our management and Mr. Peter Forst and took into account the fact that Mr. Forst agreed to take over active management of our affairs and use his experience and management skills for our benefit.

Mr. Forst paid Ruza Resources Ltd. (Jaroslav Ruza), original acquirers of the claims US$15,000 for our claims.                                                                    33

Recording of the Mineral Claims

The FirstCorp mineral claims consist of two mineral claims located in the Red Lake Mining District, Ontario, Canada. The mineral claims have the following legal description:

Name of Mining Claim	Units	Work Requirement	Expiry Date
KRL 301642	16	US$ 5,000	May 20, 2007
KRL301643	16	US$ 5,000	May 20, 2007

The two mineral claims were staked in May 2003 by Jaroslav Ruza to cover an area of potential gold and base metal mineralization, as identified by Mr. Ruza. Each mineral claim was effective until May 5, 2005. On May 1, 2005 we determined that the cost of re-staking and filing our claims would be much less than spending US$ 10,000 on minimal assessment work simply to keep our claims in good standing.  Accordingly, we hired a staking crew, re-staked our claims and had new, amended geological reports written.  This strategy is

commonly used and saved us from doing inefficient work on our claims with the sole purpose of satisfying minimum expenditure requirements.  This has no effect on our purchase agreements.  We had a simple choice of spending US$ 10,000 to do the minimum work or spending some US$ 6,000 (CD$5,500 to re-stake and CD$ 2,000 fir an updated report) with the added bonus of delaying mandatory expenditures until May, 2007. Newly staked claims have an initial two years to make the first minimum work expenditure.

Claim Status

First Corporation is the beneficial owner of title to the mineral claims through our trustee, Gary Schellenberg, President of Coast Mountain Geological Ltd., our geological consultants.

In order to maintain our mineral claims in good standing, we must complete exploration work on the mineral claims and file confirmation of the completion of work on the mineral claims with the applicable mining recording office of the Province of Ontario. Currently, exploration work with a minimum value of $400 Canadian per unit is required during each year. Our claims encompass 32 units so our yearly commitment for exploration expenditures with the Province of Ontario is US$11,000 ($12,800 Cdn).  Ontario law allows an initial two year period for first assessment work and one year for further work after that.  

The completion of mineral exploration work or payment in lieu of exploration work in any year will extend the existence of our mineral claims for one additional year. As our mineral claims are effective until May 20, 2007, we must file confirmation of the completion of exploration work in the minimum amount of Cdn $400 per Unit or US $ ($12,800 Cdn) by May 20 2007. The advancement of $7,000 to our Geologist and the payment of $5,000 for the GPS survey, as outlined in our Phase 1 budget will be more than enough to satisfy minimum work requirements.

If we fail to complete the minimum required amount of exploration work our mineral claims will lapse on May 21, 2007 and we will lose all interest that we have in these mineral claims. The claims were re-staked on May 20^th, 2005.  Mining regulations in the Province of Ontario require that the first exploration funds (the amount necessary to maintain the claims in good standing) be expended on or

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 before May 20, 2007.  Other than the acquisition of the claims from Peter Forst and the cost of re-staking and preparation of a new report, we have spent no monies for or on the claims.  To date we have spent a total of approximately US$ 25,000 in acquisition costs and costs of geological reports ( $US 15,000 original purchase, US $4,600 ( Cdn $5,500) for re-staking and $ US$ 2,500 and $ US $2,000  respectively for reports).

Anyone considering purchasing shares offered by this prospectus should be aware that we have not (nor are we aware of anyone in the past) established any known reserves and all our efforts are exploratory in nature.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Province of Ontario, specifically. Under these laws, any work that utilizes mechanical equipment and disturbs the surface of the land must first submit a notice of work and

reclamation as prescribed by the laws and regulations of the Province of Ontario. Once the notice of work and reclamation has been approved, a permit will be issued which may entail the posting of a bond. The first phases of exploration work will not require the work permit and posting of a bond because there will be no mechanical equipment on site and there will be no disturbance to the surface and we have the right to explore the property. The proposed phase two trenching and/or drilling program will require a permit and a bond. The expected time to receive the permit is between one and three months and the costs of obtaining the permit are anticipated to be approximately $5,000.

Any proposal to commence production of minerals will require prior approval of applicable governmental regulatory agencies. The proposal will also be sent to the appropriate First

Nation(s) for review and comment. Approval in principle of the proposed production then leads to permitting. The district inspector of Mines may attach terms and conditions to the permit.  The amount of reclamation bonding is also established by the district inspector of Mines. If the terms and conditions and the security amount is acceptable to the applicant, the Mines Act permit is then issued. The timing of the approval will likely take one to two years and the costs of the proposal, feasibility studies and environmental studies are expected to be in excess of $400,000. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in Phase one because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment.                           35

Examples of regulatory requirements include:

-     Water discharge will have to meet water standards;

-     Dust generation will have to be minimal or otherwise re-mediated;

-     Dumping of material on the surface will have to be re-contoured and re-vegetated;

-     An assessment of all material to be left on the surface will need to be environmentally benign;

-     Ground water will have to be monitored for any potential contaminants;

-    The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to     be re-mediated; and

-    There will have to be an impact report of the work on the local fauna and flora.

During the second phase of exploration, a bond may be needed to cover possible land disturbance. In the case of normal fieldwork, this should be minimal. The costs of compliance with environmental regulations in the production phase are variable and cannot be determined at this time.

Technical Information Regarding the Claims

The FirstCorp claims are the subject of a geological report prepared by B. Dewonck, P. Geo., dated September 15, 2005. The following description of the FirstCorp claims is summarized from Mr. Dewonck’s report.  We paid $ 2,000 Cdn to Coast Mountain Geological Ltd. of Vancouver, BC for the preparation of this report.

There is no relationship between Mr. Dewonck and First Corporation, our officers, our directors or our affiliates.

While it is possible that some exploration work has been done on part or all of our claims sometime in the past, we have not been able too locate any reports or other historical data regarding our specific property.  As a result, we are treating our claims as if they have been unexplored and without known reserves.

The property, according to published regional mapping, appears to be underlain primarily by intermediate volcanic rocks and related fragmentals in contact with amphibolites occupying the northernmost part of the property. A review of available exploration data from public and private sources, in conjunction with the proposed work program, will be required.

Location and Access.

The subject claims lie 70 miles north of the small town of Vermillion Bay in Northwestern Ontario. Located within the Red Lake Mining District, the claims’s geographical coordinates are: North Latitude: 50^o 51’, West Longitude: 93^o 27’.  The Red Lake Mining District covers several thousand square miles.

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 In order to be more definitive as to location we sometimes refer to the Confederation Lakes Area of the District.

The claims straddle paved Highway 105 and can be accessed year round by driving north from Vermillion Bay.  A network of logging roads provides further access.

Figure 1 – Location of claims within Canada

Figure 2 – Location of Claims in relation to adjacent activity

Physiography and Climate

Relief on the claims is generally subdued, with scarce outcrop, generally covered with up to 20 m of

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glacial till. Local relief is between 5 and 40 m, usually resulting from glacial deposits such as eskers; where outcrop does exist ridges up to 30 m in height have formed. Drainage patterns trend south and southwest, direction of the last glacial movement in the area. Winters are typically cold, with temperatures down to – 45⁰ C with moderate snowfall, and warm summers up to 35⁰ C.

Ridges are generally covered by black spruce, jack pine, poplar and aspen while the flatter and boggy areas feature sparse spruce, tamarack and sphagnum mosses, with alders in narrow streams. Active logging provides excellent access and in un-logged areas deadfall from the vegetation covers outcrops.

We have no equipment on our claims nor do we have access to power other than portable generators.  Work, requiring equipment for trenching, drilling, etc., will be contracted out.

 Should our future exploration efforts indicate the need for a permanent infrastructure on our

Claims wired power is easily accessible.  Our claims straddle Ontario Highway 105 which not only provides us with year-round access but has power lines following its route.

Records of the Ontario Ministry of Mines indicate the following information with respect to the subject claims.

CLAIM NUMBER	UNITS	EXPIRY DATE	WORK REQUIREMENT
KRL301642	16	May 20 , 2007	Cdn $ 6,400
KRL301643	16	May 20 , 2007	Cdn $ 6,400

History and Previous Work

The claims are situated to the southeast of the world famous Red Lake gold mining camp, whose history dates back to 1897 when gold mineralization was first found on surface. It was

not rich enough to pursue at the time and it took rumors of a silver occurrence to attract prospectors back in 1922.  At that time, claims were staked. The ensuing gold rush extended to the Birch-Uchi area, which lies to the northeast of the subject claims, by 1926. The Red Lake gold camp today is still divided into the Red Lake camp proper, southwest of Trout Lake, and the Birch-Uchi greenstone belt east and southeast of Trout Lake.

Noranda began systematic exploration in 1987 using the Questor airborne system and developing a large regional database of lithogeochemical, geophysical and geological information. In 1996 they completed a GEOTEM AEM survey to search for targets at depth not detected by previous survey, and since then have focused on exploring targets between 200 and 400m vertical depths using deep search geophysical techniques and lithogeochemical sampling to identify proximal VMS-type hydrothermal alteration.

Competitive Conditions

The gold mining industry is highly competitive and we will be competing with many other exploration companies looking for precious and base metals. We are one of the smallest exploration companies and are an infinitely small participant in the mineral exploration business. While we generally compete with other exploration companies, there is no competition for the exploration of minerals from our claims.

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We are a junior mineral exploration company. We compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also be competing with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, mineral exploration supplies and drill rigs.

Employees

As of the date of this prospectus, we have no employees. We intend to retain independent geologists and consultants on a contract basis to conduct the work programs on the FirstCorp claims.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation other than the geological reports on our present claims.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Plan of Operations

Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the FirstCorp claims and for the acquisition and exploration of additional mineral properties

Phase One

We intend to use the proceeds from this offering to commence the recommended phase one program. We will need to raise additional capital to complete the phase two program.

Our geological consultants have recommended a step-by-step procedure to maximize the identification of possible mineral deposits and focusing future work on those specific areas as opposed to digging up the whole countryside.

·

Our geologist will establish quarters on our claims and will plan on being on the property for upwards of one month.  During that time he and his crew will map and establish a grid over the

39

whole two square miles of our claims. Time frame for this is estimated to be at least fourteen days depending on terrain and weather and the estimated cost is $8,000.  This in addition to the estimated $7,000 in professional fees payable to the on-site geologist. We anticipate commencement of our exploration program on or before May 1, 2007 depending on weather.

·

Once this grid is established (on or before May 15, 2007) both on our map(s) and by staking the grid on the physical claims, we will contract for a Global Positioning Satellite (GPS) survey of the claims and arrange for a HLEM/Magnetometer Survey.  These surveys will be ordered at a cost of $5000 and $20,000 respectively and should be completed within two to three weeks the magnetometer survey will identify masses or anomalies underground and dictate whether or not further investigation is warranted.

·

At the same time the geologist and his crew will go over the claims closely to discover whether there are rocky outcroppings that can be recorded on our map(s) and those outcroppings themselves will be mapped and trends and other features recorded. This physical survey is estimated to take approximately ten days and should commence about May 15, 2007.

·

At this point we will have our satellite map(s) and our own plat maps outlining the grid and any outcropping of interest. It will be then determined whether any target areas should have soil samples taken and sent to laboratories for analysis.  Interesting outcroppings will have rock samples taken and sent for analysis and possibly for assaying. We anticipate analysis and satellite maps to be in our hands in approximately fourteen days after all data are assembled.

·

Following the completion of this program and the results of analysis, if any, (on or about June 1, 2007 our Consulting Geologist will examine the results and prepare a report.  This report is estimated to take about 30 days to prepare, depending on the timing of assay completion and the delivery of other data that may be available.  Cost of this report is forecast at $5,000 will outline what work has taken place, results of that work and will recommend a further Phase 2 exploration program if he feels it is warranted. We have no method of forecasting what and how much these recommendations will be. Any work done and monies expended on our Phase 1 program before May 20, 2007 it would more than account for any assessment work required by Province of Ontario authorities for the current year and further expenditures would satisfy work requirements for several years to come.

A budget of USD$50,000 is proposed for this work, which in addition to the data compilation should include field work to identify and map any outcrop with particular attention being paid to alteration and structural features, regardless of rock type. A reconnaissance scale Horizontal Loop Electromagnetic (HLEM)/magnetic survey across the entire claim area will serve to identify any major geological units and potential conductors not previously identified. The results of this program will then determine if a more comprehensive grid controlled field program of mapping, geophysical surveying and possibly till sampling is warranted.

The following breakdown has been supplied to us by our consultants:

Geologist

$  7,000

Grid emplacement

    8,000

40

GPS Survey

    5,000

HLEM/Magnetometer Survey

  20,000

Report

    5,000

Contingency @ 10%

    5,000

TOTAL

$50,000

Our board of directors will make a determination whether to proceed with phase two of the exploration program upon completion of Phase One of the exploration program by the geologist and the review of the results of Phase One.

Phase Two

Phase two will consist of detailed follow-up geological mapping and prospecting of the claim area, with grid controlled geochemical and geophysical surveys as required to cover areas of specific interest. Phase two is intended to identify the geological environment underlying the mineral claims and a detailed mineralization map to scale should be produced. A geologist and a camp consisting of five or six crew members will conduct a field program. Under the supervision of the geologist, the crew will collect sediment samples for geochemical analysis on the areas of interest. This field work is expected to take place over a two or three week period and the analysis of the sediment samples is expected to take an additional two to three weeks. This level of surveying and sampling will provide a higher level of reconnaissance information for the mineral claims. Trenching certain areas of interest and shallow churn drilling to bri ng up deeper samples may also be recommended. A detailed breakdown of steps and costs of phase 2 follows.

Our projections for Phase 2 are based on the assumption that we complete our offering and have the funds available for Phase 2. The can be no assurance that we will be able to complete our public offering and that the funds will be available. Should this be the case we would be forced to seek other financing either privately or by seeking a joint venture partner to supply the funds. The $20,000 expended during phase 1 will satisfy minimum expenditure for two years and keep our claims in good standing until midnight May 20, 2009. We have neither sought other financing nor have we entered into any discussions with any potential joint venture partners.  Subject to these provisos the steps anticipated for phase 2 follow.

T he sum of $100,000 has been preliminary designated for phase two of the mineral exploration program on the mineral claims dependent on our determination to proceed with Phase 2. Our consulting geologist has advised us the he will analyze the results from the Phase 1 program and draw up a list of recommendations.  His recommendations will likely include:

expense for geologist and crew to narrow grid

$12,000;

sampling and analysis of samples,

$  9,000;

trenching sampling and analysis

(including equipment transport and operator)

$30,000;  

churn drilling, sampling and analysis

(including equipment transport and operating crew), $40,000 and

Contingency of

$  9,000

41

Total.

$100,000

September 10. 2007 - Narrowing of the grid entails laying out more compacted grid lines at and around areas of increased interest. This could reduce spacing from 10 meters down to three or four meters each way or even less. Sampling is taken and recording accurately at the intersection of the N/S and E/W grid lines and reserved for assay.

October 1, 2007 - If results of the sampling taken at the concentrated grid intersections show intensified assay results, a backhoe and crew will be brought on to the property and trenching commenced.  This will serve to indicate if areas of interest show any indication of depth.  Should this happen, relatively shallow churn drilling (essentially a large auger) bringing up samples from 20 to 50 feet down will determine further depth and indications for possible diamond drilling.  These two steps should be completed within 30 days and before freeze-up.

Our mineral claims are comprised of approximately two square miles of terrain to investigate.  There could be several areas of increased interest spread our over this area. For this reason we have included a contingency to expand our work during Phase 2 if necessary.

Because of our lack of specific experience in the mining industry we will at all times consult with our Professional Geologist.  In making this determination, we will make an assessment and again in consultation with our Professional Geologist as to whether the results of phase 1 are sufficiently positive to enable us to justify the expenditure(s) that may be necessary for us to proceed with phase 2 of the exploration program. This procedure will include an assessment of the market for financing of junior mineral exploration projects at the time of our evaluation. If we decide not to proceed with phase two, we will expend no more money on these particular claims. Should these circumstances arise, we plan on seeking other mineral claims to explore in an attempt to find a commercially viable mineral deposit.  Being a resource-oriented enterprise, oil and gas exploration may be an alternative route, the current high p rices of oil will probably be responsible for the price of projects in that area to be too high for participation by a small company. Due to the above-mentioned factors it is likely that we will seek another mineral project to explore ..  We have no plans at this time to seek any other alternative business opportunities. 

The next phase of the exploration program would likely be comprised of a small diamond drill program and a geological interpretation of the results of the drilling program. The drilling program would require access to the site of the mineral claims with drilling equipment, the issuance of a work permit and the posting of a bond. The estimated cost of completion of this phase of the exploration program is approximately $350,000. Positive drilling results at this phase could indicate zones of mineralization but will not indicate, in any way, mineral reserves. We have reason to believe that a situation like this would be attractive to some sources of further financing.  This could take the form of a secondary offering, if available, or joint venture participation by one or more larger exploration and mining companies.  We should emphasize that we have no indications or discussions about this situation and do not plan on entering into any negotiations or discussions unless and until our results justify taking such actions.

We have selected  Coast Mountain Geological of Vancouver, BC to conduct our exploration, a firm .. recognized in the Province of Ontario and that has had experience working in the regional area of the claims.

42

The property, according to published regional mapping, appears to be underlain primarily by intermediate volcanic rocks and related fragmentals in contact with amphibolites occupying the northernmost part of the property. A review of available exploration data from public and private sources, in conjunction with the proposed work program, will be required to substantiate the current interpretation. We anticipate spending approximately $1,000 in ongoing general and administrative expenses per month for the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

As at December 31, 2006 we had cash reserves of $743.35 which will not sustain our minimum operations unless these funds are advanced by our officers and directors. We will need an additional $ 30,000 to cover the anticipated offering costs prior to the closing of this offering and the required expenditure on our claims. Mr. Todd Larsen and Ms Sheryl Cousineau, our president and secretary/treasurer, respectively, have indicated to us that they will advance up to $45,000 over the next six months in order to enable us to proceed with this offering.  Ms. Cousineau, our corporate secretary and chief financial officer has advanced $6,500 to re-stake our claims and cause a new geological report to be issued.  These funds were advanced as a shareholder loan, with no set interest rate or terms of repayment. All other advances from our officers and directors will be made under the same terms.

Our embarking on a Phase 2 work program and investigation and acquisition of additional mineral claims interests is subject to us obtaining adequate financing. During the 12-month period following the date of this registration statement, we do not anticipate generating any revenue. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot Provide investors with any assurance that we will be able to realize sufficient funding from the Sale of our common stock to complete the phase two exploration program.  In the absence of such financing, our business plan will fail.

We may consider entering into a joint venture partnership to provide the required funding to develop the mineral claims. We have not undertaken any efforts to locate a joint venture partner for the mineral claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in the claims to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

-  our ability to raise additional funding

-  the market for gold and silver and base minerals such as zinc, copper

-  results of our proposed exploration programs on the FirstCorp claims

-  our ability to find joint venture partners for the development of our claims interests

If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.  In the event we are not successful in raising additional financing, we

43

anticipate that we will not be able to proceed with our business plan. In such a case we may decide to

discontinue our current business plan and seek other business opportunities such as oil and gas exploration. This would be an attractive alternative due to

Our desire to maintain a natural resource basis of operation.   At this time our focus is on mineral exploration and we have sought no other alternatives opportunities nor do we intend to. In the event other opportunities are available, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency. Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Results of Operations

We have had no operating revenues since our inception on December 27, 1995 through to December 31, 2006. Our activities have been financed from the proceeds of share subscriptions. From our inception, on December 27, 1995, to June 30, 2006, we have raised a total of $ 42,350 from private offerings of our securities.

For the period from inception, December 27, 1995, through December 31, 2006, we incurred operating costs of $ 48,107 .. These operating costs included mineral claims expenditures consisting of the $15,000 payment for the purchase the FirstCorp claims and $2,500 representing the cost of the geological report on the FirstCorp claims. In addition, we incurred $ 22,407 in professional fees, general and administrative expenses and legal and accounting services during the period in connection with this offering.

Liquidity and Capital resources

As at December 31, 2006, we had cash on hand of $ 743.35 This compares with cash on hand of $ 1,174 as at December 31 2005.   Until we complete at least the minimum offering of $100,000, we have no working capital available other than the funds advanced by our officers and directors.

We have funded our business to date from sales of our common stock. Gross proceeds from the sale of our common shares during the period from inception, on December 27, 1995, through    December 31 , 2006, totaled $ 42,350. Net cash used in operating activities was $ 17,357 which primarily consisted of the net loss during the period of   $ 48,107

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the mineral claims and our venture will fail.

On or before May 20, 2007 we are required to incur minimum exploration expenditures totaling approximately $ 10,000 ($12,800 Cdn) in order to keep the FirstCorp claims in good standing. As of December 31 , 2006, this requirement remains and is not satisfied as yet.

Description of Claims

44

First Corporation has purchased outright two blocks of mineral claims (claim numbers KRL 301642 and KRL 30164 3) each comprised of two square miles of the Red Lake Mining District in the Province of Ontario, Canada.                 

We currently do not have executive offices and one of our shareholders provides us with a mailing address at no charge at 254-16 Midlake Boulevard, Calgary, AB T2X 2X7. Ms. Cousineau, our secretary/treasurer provides office space for the storage and maintenance of corporate records free of charge.

Certain Relationships and Related Transactions

Except as noted below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

   Any of our directors or officers;

   Any person proposed as a nominee for election as a director;

   Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

Any of our promoters;                   

   Any relative or spouse of any of the foregoing persons who has the same house as such person.

Mr. Todd Larsen and Ms. Sheryl Cousineau our officers and directors, have acted as our co-

promoters for approximately the past two months.  Mr. Larsen has purchased the entire holdings of our previous president, Peter Forst, consisting of 7,500,000 shares.  Mr. Forst previously acquired 5,000,000 shares of our common stock at a price of $0.003 per share. For accounting purposes Mr. Forst paid a total deemed purchase price of $15,000 for these shares on October 4, 2004 (the funds were offset against capital contributions). Ms. Cousineau purchased her 2,000,000 post-split shares in a private transaction from Ms. Inge Kerster, our original incorporator and President

We forward split our issued and outstanding stock on a 2-1 basis on October 10, 2004 and on a 5-2 basis on September 5, 2005.  Subsequently, Mr. Forst returned for cancellation, 5,000,000 of his post-split common shares and Ms. Cousineau returned 1,500,000 shares of her post-split common stock for cancellation.  As of the September 5-l forward stock split and the return of shares for cancellation, Mr. Forst held 7,500,000 common shares and Ms. Cousineau held 2,000,000 common shares.

Mr. Forst also arranged for the purchase of the FirstCorp claims for a price of $15,000. Ms. Inge Kerster received cash consideration at fair market value for the shares sold to Ms. Cousineau and did not receive anything else of value (including claims, contracts, options or rights of any kind).

As of the date of this registration statement Ms. Cousineau has advanced a total of $6,500 as a shareholder loan. No other shareholder loans have been made to date.

Market for Common Equity and Related Stockholder Matters

45

No Public Market for our Common Stock

There is presently no public market for our common stock. We anticipate applying for trading

of our common stock on the Over The Counter Bulletin Board (OTCBB)upon the

 effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 29 registered shareholders.

Rule 144 Shares

A total of 1,400,000 shares of our common stock will be available for resale to the public after December 21, 2004 in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933, as amended. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.  1% of the number of shares of the company's common stock then   outstanding which, in our case, will equal approximately 115,100 shares of common stock as of the date of this prospectus

2.  the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on  Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about our company.

Under Rule 144(k), a person who is not one of our company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Registration Rights

We have included 260,000 shares held by selling shareholders in the registration statement.

Dividends

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Colorado Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

46

·

we would not be able to pay our debts as they become due in the usual course of business; or

·

our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us from the date of our inception, on December 27, 1995, until August 31, 2006.

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position Peter Forst (previous CEO (1)	Year 2005	Salary ($) Nil	Bonus ($) Nil	Other Annual Compen- sation ($) Nil	Restricted Stock Awards ($) 47 Nil	Securities Underlying Options/SARS (#) Nil	LTIP payouts ($) Nil	All Other Compen- sation ($) Nil
Todd Larsen CEO (2)	2004	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2005	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2006	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sheryl Cousineau  (3)	2004	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2005	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2006	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1)Appointed President and Chief Executive Officer on October, 12, 2004

(2) Appointed President and Chief Executive Officer January, 2006

(3)Appointed President and Secretary/Treasurer December 21, 2003, resigned as President October 12, 2004

None of our directors have received monetary compensation since our incorporation to the date of this prospectus. We currently do not pay any compensation to our directors serving on our board of directors.

47

Stock Option Grants

We have not granted any stock options to the executive officers since our incorporation on December 27, 1995.

Employment Agreements

We do not have an employment or consultant agreement with Mr. Larsen, our President and Chief Executive Officer or Ms. Cousineau, our Chief Financial Officer and Secretary/Treasurer. We do not pay any salary to either officer/director

FINANCIAL STATEMENTS

Our audited financial statements, as described below, are attached hereto.

48

FIRST CORPORATION

FINANCIAL STATEMENTS FOR THE YEARS ENDED

SEPTEMBER 30, 2006 AND 2005

MADSEN BROS.  ASSOCIATES, CPAs INC.

684 EAST VINE STREET, SUITE 3

SALT LAKE CITY, UTAH 84107

49

FIRST CORPORATION

FINANCIAL STATEMENTS

TABLE OF CONTENTS

Report of Independent Accountants …………………………………………….F-1

Balance Sheets for the years ended September 30, 2006 and 2005  .……….…..F-2

Statements of Operations for the years ended

September 30, 2006 and 2005 and for the period

December 27, 1995 (inception) to September 30, 2006...………………..…..…F-3

Statement of Stockholders’ Equity (Deficit) for the

Period December 27, 1995 through September 30, 2006   …….…………….…F-4

Statements of Cash Flows for the years ended

September 30, 2006 and 2005 and for the period

December 27, 1995 (inception) to September 30, 2006 …………………….….F-5

Notes to Financial Statements ………………………………………………….F-7

Board of Directors

First Corporation

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We have audited the accompanying balance sheets of First Corporation as of September 30, 2006 and 2005 and the related statements of operations, shareholders’ equity and cash flows for the years then ended and for the period from December 27, 1995 (date of inception) to September 30, 2006.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Corporation as of September 30, 2006 and 2005 and the results of its operations and cash flows for the years then ended and for the period from December 27, 1995(date of inception) to September 30, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 6 to the financial statements, the Company incurred a net loss of approximately $47,732 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its exploration activities.  These factors raise substantial doubt that the Company will be able to continue as a going concern.  Management’s plans in regard to these matters are also discussed in Note 6.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

January 19, 2007

                               F1

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

	September 30,	September 30,
	2006	2005
Current Assets:
Cash	$      1,118	$         1,724
Total Current Assets		1,724
Total Assets	$           1,118	$        1,724
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Advance from shareholder	6,500	6,500
Total Current Liabilities	6,500	6,500
Stockholders' Equity (Deficit):
Preferred stock, $.001 par value; authorized 10,000,000, none issued	-
Common stock, $.001 par value; 100,000,000 shares authorized
11,510,000 and 5,470,000 shares issued and outstanding at
September 30, 2005 and 2004, respectively	11,510	11,510
Additional paid in capital	30,840	30,840
Deficit accumulated during the exploration stage	(47,732)	(47,126)
Total Stockholders' Equity (Deficit)	(5,382)	(4,776)
Total Liabilities and Stockholders' Equity (Deficit)	$           1,724	$        1,724

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                 F-2

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004

AND FOR THE PERIOD DECEMBER 27, 1995 (INCEPTION)

THROUGH SEPTEMBER 30, 2005

		For the years ended September 30		of exploration stage)
	2006		2005	to September 30, 2006
Revenue:	$                      -		$                         -	$                      -
Total Revenue			-	-
Operating Expenses:
Mineral exploration costs			10,700	10,700
Write off mineral claims			15,000	15,000
General & administrative	606		20,676	22,032
Total Operating Expenses	606		46,376	47,732
NET LOSS			$             (46,376)	$          (47,732)
Weighted Average Shares
Common Stock Outstanding	11,510,000		17,917,500
Net Loss Per  Share
(Basic and Fully Dilutive)	(0.00)		(0.00)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F3

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)

AS AT SEPTEMBER 30, 2006

		Preferred Stock		Common Stock
		10,000,000 shares authorized		100,000,000 shares authorized		Additional	Deficit accumulated
		Shares	Par Value	Share	Par Value	Paid-In	during exploration
		Issued	$.001 per share	Issued	$.001 per share	Capital	stage	Total
BALANCE- December 27, 1995 (inception)		-	$             -	-	$            -	$            -	$                -	$       -
	Issuance of common stock in exchange for services	-	-	3,750,000	3,750	(3,000)	-	750
	Net loss	-	-	-	-	-	(750)	(750)
BALANCE- September 30, 1996		-	-	-	3750	(3,000)	(750)	-
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 1997		-	-	-	3750	(3000)	(750)	-
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 1998		-	-	-	3750	(3000)	(750)	-
	Issuance of common stock for cash at $.002 per share	-	-	1,500,000	1,500	(900)	-	600
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 1999		-	-	5,250,000	5,250	(3,900)	(750)	600
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 2000		-	-	-	-	-	(750)	600
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 2001		-	-	-	-	-	(750)	600
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 2002		-	-	-	-	-	(750)	600
	Net loss	-	-	-	-	-	-	-
BALANCE- September 30, 2003		-	-	5,250,000	5,250	(3,900)	(750)	600
	Issuance of common stock for cash at $.50 per share	-	-	220,000	220	21,780	-	22,000
BALANCE- September 30, 2004		-	-	5,470,000	5,470	17,880	-	22,600
	Issuance of common stock for services rendered	-	-	12,500,000	12,500	2,500	-	15,000
	Issuance of common stock for cash at $.25 per share	-	-	40,000	40	3,960	-	4,000
	Cancellation of shares	-	-	(6,500,000)	(6,500)	6,500	-	-
	Net loss	-	-	-	-	-	(46,376)	(46,376)
	BALANCE- September 30, 2005	-	-	11,510,000	11,510	30,840	(47,126)	$(4,776)
	Net Loss	-	-				(606)	(606
BALANCE –September 30, 2006		-	-	11,510,000	$  11,510	$   30,840	$   (47,732)	$ (5,382)

FIRST CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

AND FOR THE PERIOD DECEMBER 27, 1995 (INCEPTION)

THROUGH SEPTEMBER 30, 2006

				From December 27, 1995
				(Inception)
		For the years ended September 30		to September 30,
	2006		2005	2006
Cash Flows Used in Operating Activities:
Net Loss	$                (606)		$                 (46,376)	$                (47,732)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Issuance of stock for services rendered			15,000	15,750
Write off mineral claims			15,000	15,000
Net Cash Used in Operating Activities	(606)		(16,376)	(16,982)
Cash Flows from Investing Activities:
Acquisition mineral claims			15,000	15,000        -
Net Cash Provided by Investing Activities			(15,000)	(15,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party				15,000
Repayment of note payable to related party				(15,000)
Advance from shareholder			6,500	6,500
Issuance of common stock			4,000	26,600
Net Cash Provided by Financing Activities			10,500	33,100
Net Increase (Decrease) in Cash	(606)		(20,876)	1,119
Cash at Beginning of Year	1,724		22,600	-
Cash at End of Year	$                1,118		$                   1,724	$                   1,118
Non-Cash Investing & Financing Activities
Issuance of stock for services			$                  15,000	$                 15,750

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F5

FIRST CORPORATION

NOTES TO FINANCIAL STATEMENTS

AS AT SEPTEMBER 30, 2006

NOTE 1 – 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 2 – 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

F6

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 minu s 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:

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.

NOTE 3 – MINERAL CLAIMS

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 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, 2005.

NOTE 4 – 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

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date.  These stock splits have been retroactively reported in the shareholders equity as if the stock splits occurred at inception.  

In December, 1995 the Company issued 3,750,000 shares of its common stock to a shareholder in exchange for services.  The shares were valued at $.002 per share for an aggregate of $600.

In April, 1999 the Company issued 1,500,000 shares of common stock in exchange for cash.  The shares were valued at $.0004 per share for an aggregate of $600.

In September, 2004 the Company issued 220,000 shares of common stock in exchange for cash.  The shares were valued at $.10 per share for an aggregate of $22,000.

In October, 2004 the Company issued 12,500,000 shares in exchange for services rendered.  The shares were valued at $.0012 per share for an aggregate of $15,000.

In December, 2004 the Company issued 40,000 shares in exchange for cash.  The shares were valued at $.10 per share for an aggregate of $4,000.

In September, 2005 two shareholders/officers cancelled 6,500,000 shares of stock that had previously been issued for services rendered.

NOTE 5 – 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.  

NOTE 6 – 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 $47,732 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.  

F8

FIRST CORPORATION

(An Exploration Stage Company)

BALANCE SHEETS

December 31, 2006 and 2005

 (Prepared by Management)

		December 31,	December 31,
		2006	2005
ASSETS
Current      Cash		$            743	$         1,724
Total Current Assets		743	1,724
		___________	__________
Total Assets		$            743	$        1,724
LIABILITIES
Current
Advance from Shareholder		6,500	6,500
Total Current Liabilities		6,500	6,500
STOCKHOLDERS’ DEFICIENCY
Preferred stock
10,000,000	shares authorized, $0.001 par value
None issued
Common stock
100,000,000	shares authorized, $0.001 par value
11,510,000	shares issued	11,510	11,510
Additional paid-in capital		30,840	30,840
Deficit accumulated during the development stage		(48,107)	(47,126)
Total Stockholders Equity (Deficit)		(5,757)	(4,776)
		$            743	$     1,724

SEE ATTACHED NOTES

F9

FIRST CORPORATION

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

for the three months ended December 31, 2006 and 2005

and for the period December 27, 1995 (Inception) to December 31, 2006

 (Prepared by Management)

	Three Months         December 27, 1995                                                                                                      Ended              (Inception) through                                                                                                                                           December 31        December 31, 2006
		2006	2005	2006
Expenses
Mineral exploration costs		$                   -	$                   25,700	$             10,700
Write off mineral claim		-	-	15,000
General and administrative		375	20,676	22,407
Total Operating Expenses		375	43,376	48,107
Net Loss		$            (375)	$       (46,376)	$         (48,107)
Weighted Average Common Shares Outstanding		11,510,000	11,510,000
Net Loss Per Share (Basic and Fully Dilutive)		(0.00)	(0.00)

SEE ATTACHED NOTES

F10

FIRST CORPORATION

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

for the three months ended December 31, 2006 and 2005

and for the period December 27, 1995 (Inception) to December 31, 2006

 (Prepared by Management)

			December 27, 1995
			(Inception)
			To
	December 31,		December 31,
	2006	2005	2006
Operating Activities
Net loss for the period	$ (375)	$   (46,376)	$ (48,107)
Adjustments to  reconcile Net (loss) to Net Cash      Provided by Operating Activities:
Issuance of stock for services rendered	-	-	15,750
Write off mineral claims	-	15,000	15,000
Net Cash Used in Operating Activities	(375)	$ 31,376	(17,357)
Cash Flows from Investing Activities			-
Acquisition mineral claims	-	-	(15,000)
Net Cash Provided by Investing Activities	-	-	(15,000)
Financing Activity
Proceeds from note payable to related party	-	-	15,000
Repayment of note payable to related party	-	-	(15,000)
Advance from shareholder	-	-	6,500
Issuance of common stock			26,600
Net Cash Provided by Financing Activities	-	-	33,100
Increase (decrease) in cash during the period	(375)	-	743
Cash, beginning of the period	1,118	1,724	-
Cash, end of the period	$             743	$        1,724	$              743
Non-cash Investing and Financing Activities
Issuance of stock for Services	$                 -	$               -	$ 15,750

F11

FIRST CORPORATION

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2006

(Unaudited)

Note 1

Reporting

                   The accompanying unaudited financial statements have been prepared by FIRST CORPORATION (the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally include in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended September 30, 2005, as filed with the United States Securities and Exchange Commission.

Note 2

Continuance of Operations

The financial statements have been prepared using generally accepted accounting in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  At September_30, 2006, the Company has a working capital deficiency of   $5,382 which is not sufficient to meet its planned business objectives or to fund mineral property expenditures and ongoing operations for the next twelve months.  The Company has accumulated losses of $47,732 since its commencement and has not yet achieved profitable operations.  Its ability to continue as a going concern is dependent on the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they become due.

These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.  The Company anticipates that additional funding will be in the form of equity financing from the sale of common stock.  The Company may also seek to obtain short-term loans from the directors of the Company.  There are no current arrangements in place for equity funding or short-term loans.

Note 3

Mineral Property

By an agreement dated January14, 2005 the Company acquired from the President of

F12

the Company a 100% interest in 22 mineral claims located in the Thunder Bay

Mining District, Abrey Township, Ontario, Canada in net consideration of  7,500,000 common shares of the Company. This net figure reflects all stock splits and a surrender by the President of the registrant of 5,000,000 shares of common stock for cancellation.

Note 4

Related Party Transaction – Note 3

Included in the accounts payable and accrued liabilities at September 30, 2006 is $6,500 due to a related party.  The amount is unsecured, non-interest bearing and has no specific terms of repayment.

Note 5

Share Capital – Note 3

On October 10, 2004 the Company forward split its issued and outstanding common shares on a two-for-one (2-1) basis; on September 20, 2005 the Company further split it issued and outstanding shares on a five to two (5 – 2) and decreased the par value per common share to $0.0001.

F13

Changes in and Disagreements with Accountants

(a) Effective on September 27, 2005, the Registrant dismissed Jewett, Schwartz & Associates by declining to renew the engagement of Jewett, Schwartz & Associates as the independent accountant engaged to audit the financial statements of the Registrant and engaged Madsen & Associates, CPAs as its new independent registered public accounting firm for fiscal year ending September 30, 2005 and September 30, 2004.   

Jewett, Schwartz & Associates performed the audit of the Registrant’s financial statements for year ending December 31, 2004.  During this period and the subsequent interim period prior to the Registrant declining to renew their engagement, there were no disagreements with Jewett, Schwartz & Associates on any matter of accounting  principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Jewett, Schwartz & Associate’s  satisfaction would have caused Jewett, Schwartz & Associates to make reference to this subject matter of the disagreements in connection with Jewett, Schwartz & Associates’ report, nor were there any "reportable  events" as such term is defined in  Item  304(a)(3) of  Regulation  S-B,  promulgated  under  the  Securities Exchange Act of 1934, as amended.

The Registrant determined that a new independent certified public accountant would be in the best interests of the shareholders of the Registrant. The decision to not to renew the engagement with Jewett, Schwartz & Associates was approved by the Registrant’s Board of Directors.  

The audit  reports  of Jewett, Schwartz & Associates for the  Registrant's  year ending on December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion or qualification or modification as to uncertainty,  audit scope, or accounting principles, other than the

uncertainty that the Registrant might not be able to operate as a going concern.

The  Registrant  has  requested  Jewett, Schwartz & Associates to  furnish  it with a  letter addressed to the Securities and Exchange  Commission  stating  whether it agrees with  the  statements  made  above  by the  Registrant.  A copy of such letter is filed as Exhibit 16.1 to this Form SB-2A.

(b)  Effective on September 27, 2005 the Registrant has engaged Madsen & Associates, CPA’s Inc. as the new principal accountant to audit its financial statements.  The decision to engage Madsen & Associates, CPA’s Inc. was approved by the Registrant's Board of Directors  The Registrant has not consulted with Madsen & Associates on any accounting matters prior to its engagement.

Available Information

We have filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does

not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced

64

 contracts, agreements or documents of the company and are not necessarily complete. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving the company. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principle office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our r egistration statement and the referenced exhibits can also be found on this site.

We are not currently subject to the Securities Exchange Act of 1934 and currently are not required to, and do not, deliver annual, quarterly or special reports to shareholders. We will not deliver such reports to our shareholders until after, and if, this offering is declared effective by the SEC. Once such effectiveness is granted, if ever, we will deliver annual reports to securities holders containing audited financial statements as well as complying with other SEC and state filing requirements.

Dealer Prospectus Delivery Obligation

Until 180 days from the effective date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information Not Required in the Prospectus

Item 24.  Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the laws of the State of Colorado and our bylaws.  Director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

1.

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.

violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3.

a transaction from which the director derived an improper personal profit; and

4.

willful misconduct.

65

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Colorado law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.

such indemnification is expressly required to be made by law;

2.

the proceeding was authorized by our Board of Directors;

3.

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under   Colorado law; or

4.

such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he

is or was our director or officer, or is or was serving at our request as a director or executive

officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination  is made  demonstrate clearly and convincingly that such  person acted  in bad faith or in a manner that such person did  not believe to be in or not opposed to our best interests.

Item 25. Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee              $        45.00

Accounting fees and expenses                                                            7,000.00

Legal fees and expenses                                                                    15,000.00

Printing                                                                                               5,000.00

EDGAR filing fees                                                                             4,955.00

Total                                                                                               $32,000.00

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All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26.  Recent Sales of Unregistered Securities

Our original incorporator and President, Inge Kerster was issued 750,000 shares of our common

stock on December 27, 1997 for her time, effort and expense in forming First Corporation, at a deemed price of $0.001 per share. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S, Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all othe r information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

On April 1, 1999 two individuals, both non-US persons were issued 150,000 shares of our common stock each at a price of $0.002. These individuals are sophisticated investors and have knowledge and experience in financial and business matters that make them capable of evaluating

The offer and sale of such shares of our common stock were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act.  The Investor acknowledged the following: Subscriber is not a United States Person, nor is the Subscriber acquiring the Shares directly or indirectly for the account or benefit of a United States Person.  None of the funds used by the Subscriber to purchase the Units have been obtained from United States Persons. For purposes of this Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United Stat es of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means:

 (i) any natural person resident in the United States; (ii) any partnership or corporation organized or

67

 incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is org anized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

October 5, 2004 we issued to several individuals in the United States and Canada a total of 44,000 common shares @ $.50 per share. These shares were issued under Section 4(2) for US residents and Regulation S for non-US subscribers. All of these investors are close friends, relatives or business acquaintances of Inge Kerster, our previous officer and director.  A complete list of these subscribers and their level of sophistication follows:

Name of Shareholder	Shares owned	Relationship	Exemption	Level of Sophistication
Daniel O’Shaughnessy Corey Nikoloric	5,000 5,000	Business acquaintance Friend	Rule 504 Rule 504	Very High Moderate
Tom J. Charlton	10,000	Business Associate	Regulation S	Very High
Timothy K. Wong	10,000	Friend and Business Associate	Rule 504	Very High
Kathleen F. Sullivan	10,000	Friend	Rule 504	High
Ronald Chan	10,000	Business Acquaintance	Regulation S	High
Anne Dysart	10,000	Business Acquaintance	Regulation S	Wife of Mr. Chan
Janet Loss	10,000	Former CPA of Inge Kerster	Rule 504	High
Timothy E. Conlon	10,000	Business acquaintance	Rule 504	High
Edward G. Byrd	10,000	Chartered Accountant and business associate	Regulation S	Very High
Sarah C. N. Byrd	10,000	Daughter of Edward Byrd
Darryl Culp	10,000	Business acquaintance	Regulation S	High
Brent Jardine	10,000	Business acquaintance	Regulation S	Very High
Ralph Biggar	10,000	Business acquaintance	Regulation S	Very High
John Azzolini	10,000	Friend and business associate	Regulation S	Very High
Paul Fong	10,000	Business acquaintance	Regulation S	Very High
Patricia A. Tarantino	10,000	Friend	Rule 504	Moderate
James F. Conway	10,000	Friend	Rule 504	High
Doug Kincaid	10,000	Friend	Rule 504	High
Martin O’Shaughnessy	10,000	Business acquaintance	Rule 504	High
Robert D. Welliver	10,000	Friend	Rule 504	Moderate
Mary Elizabeth Walters	10,000	Friend	Rule 504	Moderate

All of the above subscribers are at minimum, moderately sophisticated and include lawyers, CPAs, professional investors and friends that have done business with Ms. Kerster in the past.

We have used the term moderate for some of our shareholders.  They, as a rule, are not regular investors in the stock market other than those investments in mutual funds and 401K contributions.

On October 10, 2004 all issued and outstanding common shares were forward split on a 2 for 1 basis. This action was taken by unanimous vote of the registrant’s Board of Directors and new shares were issued in reliance on the exemptions provided by Section 3(a)(9) of the Act. Additional shares were issued only to holders of record of the common stock of First Corporation.

On December 20, 2004 we issued 16,000 shares to one individual at a price of $0.25 per share. These shares were issued under the exemption provided by Rule 504 of the Act. 

On October 12, 2004 we issued our President and Chief Executive Officer 5,000,000 shares of our common stock at a deemed price of $0.003 per share to acquire a 100% interest in the FirstCorp claims. These shares were issued in reliance on the exemption provided by Section 4 (2) of the Act.

On September 20, 2005 we forward split our issued and outstanding shares on a 5-2 basis and our president and secretary gifted back for cancellation 5,000,000 and 1,500,000 shares respectively. The issuance of these shares was made in reliance on the exemptions provided by Section 3(a)(9) of the Securities Act and shares were issued only to shareholders of record on an equal basis.

All purchasers represented their intention to acquire the securities for investment only and not with a view toward distribution.

Appropriate legends will be affixed to the stock certificates issued, where applicable.  All investors were given adequate access to sufficient information about us to make an informed

69

investment decision. None of the securities were sold through an underwriter and accordingly,

there were no underwriting discounts or commissions involved.

The aggregate deemed value of the shares we issued to Mr. Forst was $15,000. These securities are restricted pursuant to Rule 144. Appropriate legends will be affixed to the stock certificates representing these shares. The transaction was exempt from registration pursuant to Section 4(2)

of the Securities Act because it was a transaction by an issuer not involving a public offering, the recipient had sufficient knowledge and experience in financial and business matters and was able to evaluate the merits and risks of an investment in the issuer, it had access to the type of

information normally provided in a prospectus and the transaction was non-recurring and

privately negotiated. Mr. Forst has since sold his shares to Mr. Todd Larsen in a privately negotiated transaction and are restricted pursuant to Rule 144.

The offer and sale of the securities above were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) and Regulation S of the Securities Act, based on the following:

(a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities;

(b) there was no public offering or general solicitation with respect to the offering;

(c) the investors were provided with certain disclosure materials and all other information requested with respect to our company;

(d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and

(e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

For non-United States entities, we completed the offering pursuant to Rule 903 of Regulation S (i.e., Category 3) of the Securities Act. Each purchaser represented to us in the subscription agreement that he was a non-U.S. person as defined in Regulation S.   

Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution.  Each non-resident purchaser represented to us that he will resell such securities only in accordance with the provisions of Regulation S which prohibit sales to or for the benefit of a U.S. person, pursuant to registration under the Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act. Appropriate legends were affixed to the stock

certificate issued to each purchaser in accordance with Regulation S and which, among other things, precludes transfers except as provided above.

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Each purchaser was given adequate access to sufficient information about us to make an informed investment decision.  None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  Each subscription

agreement precluded transfer except under the above conditions.  No registration rights were granted to any of the purchasers. We did not utilize an underwriter for any of the foregoing.

Item 27. Exhibits.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1 10.1 16.1	Opinion of Joseph I. Emas, with consent to use Subscription Agreement Previous consent of independent auditor
23.1	Consent of Independent Auditors
23.2	Consent of Counsel (Included in Exhibit 5.1)
99.3	Escrow Agreement
99.4	Purchase Agreement

Item 28.  Undertakings.

(a)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the

provisions described above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(2) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(3) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set

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forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(4) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement

(i) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(ii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering.

(c)The undersigned registrant hereby undertakes:

that, for purposes of determining any liability under the Securities Act, to any purchaser in the initial  distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of

securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be the seller to the purchaser and will be considered  to offer or sell such securities to such purchaser:

i

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering being required to be filled pursuant to Rule 424;

ii

Any free writing prospectus relating to the offering required to be filed prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

iii

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.        

(d) The undersigned registrant herby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser:

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1.

If the small business issuer is relying on Rule 430B:

i

Each prospectus filed by the undersigned small business purchaser pursuant to Rule 424(b)(3) shall be deemed to be part of the registration as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii

Each prospectus required to be filed pursuant to Rule 424(b)(2) relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of The Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities of the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such  date shall deemed to be a new effective date of the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in the registration statement

or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will as to a purchaser with a

time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

Signatures

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Calgary, AB on February 25, 2007.

First Corporation

By:  /s/ Todd Larsen

             Todd Larsen, Director, President and Chief Executive Officer

By: /s/  Sheryl Cousineau

Sheryl Cousineau, Director, Secretary Treasurer, Chief Financial Officer and Principal Accounting Officer

Each person whose signature appears below hereby constitutes and appoints Todd Larsen and Sheryl Cousineau , each of them severally his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any subsequent registration statement filed by the Registrant pursuant to Rule 462 (b) of the Securities Act of 1933, which relates to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No.10 to the Registration Statement has been signed on this 25th day of February, 2007 by the persons and in the capacities indicated below.

Signature	Title
/s/  Todd Larsen       Todd Larsen	Director, President, Chief Executive Officer	February 25, 2007
/s/  Sheryl Cousineau       Sheryl Cousineau	Director, Secretary Treasurer, Chief Financial Officer and Principal Accounting Officer	February 25, 2007

The Company hereby acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from talking any action with respect to the fling; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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EX-3.1

EXHIBIT 3.1

RESTATED ARTICLES OF INCORPORATION

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          ARTICLE ONE.  (NAME) RESTATED ARTICLES OF INCORPORATION

OF

FIRST CORPORATION

     The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Colorado relating to private corporations, hereby adopts the following Articles of Incorporation:

The name of the corporation is: FIRST CORPORATION

  The address of the corporation is: 15998 SW 13^th Street, Pembroke Pines, FL 33027

          ARTICLE TWO.  (RESIDENT AGENT)     The agent for service of process is Brian J. O’Shaughnessy, 150 Elm Street, Denver, State of Colorado 80220.

          ARTICLE THREE.  (PURPOSES)      The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Colorado

or of the United States of America, and without limiting the generality of the foregoing, specifically:

               (OMNIBUS).     To have to exercise all the powers now or hereafter conferred by the laws of the State of Colorado upon corporations organized pursuant to the laws under which the

corporation is organized and any and all acts amendatory thereof and supplemental thereto.

               II.  (CARRYING ON BUSINESS OUTSIDE STATE)      To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have

and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

               III. (PURPOSES TO BE CONSTRUED AS POWERS)

The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by

reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

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          ARTICLE FOUR.   (CAPITAL STOCK)    The corporation shall have authority to issue

an aggregate of  ONE HUNDRED AND TEN MILLION (110,000,000) shares of stock, par value ONE MILL ($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of  ONE HUNDRED AND TEN THOUSAND DOLLARS ($110,000).

               (A)            NON-ASSESSABLE COMMON STOCK:  ONE HUNDRED MILLION

               (100,000,000) shares of Common stock, Par Value ONE MILL ($0.001) per share, and

               (B)            PREFERRED STOCK: TEN MILLION (10,000,000) shares of Preferred stock, Par Value ONE MILL ($0.001) per share.

All capital stock when issued shall be fully paid and non-assessable.  No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any un-issued stock, or any other securities, which the corporation may now or hereafter be authorized to issue.

The corporations capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less

than par value.

Holders of the corporations Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters

brought before stockholders meetings, whether they be annual or special.

ARTICLE FIVE.  (DIRECTORS).        The affairs of the corporation shall be governed by a Board of Directors of not more than fifteen (15) nor less than one (1) person.  The name and

address of the first Board of Directors is:

NAME                               ADDRESS

Inge L. E. Kerster

159983 SW 13th Street

Pembroke Pines, FL 33027

               ARTICLE SIX.   (ASSESSMENT OF STOCK).  The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.

               ARTICLE SEVEN.  (INCORPORATOR).    The name and address of the incorporator of the corporation is as follows:

Inge L. E. Kerster

15998 SW 13^th Street

Pembroke Pines, FL 33027

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               ARTICLE EIGHT.  (PERIOD OF EXISTENCE).  The period of existence of the Corporation shall be perpetual.

               ARTICLE NINE.  (BY-LAWS) Its Board of Directors shall adopt the initial By-laws of the corporation.  The power to alter, amend, or repeal the By-laws, or to adopt new By-laws,

shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

               ARTICLE TEN.  (STOCKHOLDERS MEETINGS).  Meetings of stockholders shall be held at such place within or without the State of Colorado as may be provided by the By-laws of the corporation.  The President or any other executive officer of the corporation, the Board of Directors, or any member may call special meetings of the stockholders thereof, or by the record

holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting.  Any action otherwise required to be taken at a meeting of the stockholders, except election of

directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

               ARTICLE ELEVEN.  (CONTRACTS OF CORPORATION) No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall be any way be affected or invalidated by the fact that any of the directors of

this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation.  Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may e counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were no such director or officer of such other corporation or not so interested.

               ARTICLE TWELVE.  (LIABILITY OF DIRECTORS AND OFFICERS)    No director or officer shall have any personal liability to the corporation or its stockholders for damages for

breach of fiduciary duty as a director or officer, except that this Article Twelve shall not  eliminate or limit the liability of a director or officer for (I) acts or omissions which involve

intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Colorado Revised Statutes.

               IN WITNESS WHEREOF.  The undersigned incorporator has hereunto affixed his/her signature at Pembroke Pines, Florida this 19th day of February, 2004.

/S/ Inge L. E. Kerster

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EX-3.2

EXHIBIT 3.2

BYLAWS OF

FIRST CORPORATION

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                                                                                        ARTICLE ONE–CORPORATE CHARTER AND BYLAWS

1.01

CORPORATE CHARTER PROVISIONS

The Corporation’s Charter authorizes one hundred million (100,000,000) shares of common stock (par value $ .001) and ten million (10,000,000) shares of Preferred stock (par value $ .001) to be issued. The officers and transfer agents issuing shares of the Corporation shall ensure that the total number of shares outstanding at any given time does not exceed this number.  Such officers and agents shall advise the Board at least annually of the authorized shares remaining available to be issued. No shares shall be issued for less than the par value stated in the Charter. Each Charter provision shall be observed until amended by Restated Articles or Articles of Amendment duly filed with the Secretary of State.

1.02

REGISTERED AGENT AND OFFICE–REQUIREMENT OF FILING CHANGES WITH SECRETARY OF STATE

The address of the Registered Office provided in the Articles of Incorporation, as duly filed with the Secretary of State for the State of Colorado, is: 150 Elm Street, Denver, Colorado 80220.

The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: Brian O’Shaughnessy.

The Registered Agent or Office may be changed by filing a Statement of Change of Registered Agent or Office or Both with the Secretary of State, and not otherwise.  Such filing shall be made promptly with each change. Arrangements for each change in Registered Agent or Office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive Registered Agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.

1.03

INITIAL BUSINESS OFFICE

The address of the initial principal business office of the Corporation is hereby established as: 3215 Mathers Avenue, West Vancouver, BC V7V 2K6 CANADA.

The Corporation may have additional business offices within the State of Colorado and where it may be duly qualified to do business outside of Colorado, as the Board of Directors may from time to time designate or the business of the Corporation may require.

1.04

AMENDMENT OF BYLAWS

The Shareholders or Board of Directors, subject to any limits imposed by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All amendments shall

be upon advice of counsel as to legality, except in emergency. Bylaw changes shall take effect

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upon adoption unless otherwise specified. Notice of Bylaws changes shall be given in or before notice given of the first Shareholders’ meeting following their adoption.

ARTICLE TWO–DIRECTORS AND DIRECTORS’ MEETINGS

2.01

ACTION BY CONSENT OF BOARD WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and shall have the same force and effect as a unanimous vote of Directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively.

2.02

TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Directors may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

2.03

PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at the business office of the Corporation or at such other place within or without the State of Nevada as may be designated by the Board.

2.04

REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual Shareholders’ meeting, and at such other regularly repeating times as the Directors may determine.

2.05

CALL OF SPECIAL MEETING

Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Written notices of the special meetings, stating the time and place of the meeting, shall be mailed ten days before, or telegraphed or personally delivered so as to be received by each Director not later than two days before, the day appointed for the meeting. Notice of meetings need not indicate an agenda. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.

Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting and do not object to the notice given. Consent may be given either before or after the meeting.

Upon providing notice, the Secretary or other officer sending notice shall sign and file in

81

 the Corporate Record Book a statement of the details of the notice given to each Director.  If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.

2.06

QUORUM

The presence throughout any Directors’ meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors.

2.07

ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.

2.08

CONDUCT OF MEETINGS

At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President’s absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors’ meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.

2.09

POWERS OF THE BOARD OF DIRECTORS

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation, any applicable Shareholders’ agreement, and these Bylaws.

2.10

BOARD COMMITTEES–AUTHORITY TO APPOINT

The Board of Directors may designate an executive committee and one or more other committees to conduct the business and affairs of the Corporation to the extent authorized. The Board shall have the power at any time to change the powers and membership of, fill vacancies in, and dissolve any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member

thereof, of any responsibility imposed by law.

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2.11

TRANSACTIONS WITH INTERESTED DIRECTORS

Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that Director at the meeting during which the contract or transaction was authorized, and notwithstanding the Directors’ participation in that meeting. This section shall apply only if the contract or transaction is just and reasonable to the Corporation at the time it is authorized and ratified, the interest of each Director is known or disclosed to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present. Each interested Director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calculating the majority nece ssary to carry the vote. This section shall not be construed to invalidate contracts or transactions that would be valid in its absence.

2.12

NUMBER OF DIRECTORS

The number of Directors of this Corporation shall be not less than one or more than fifteen. No Director need be a resident of Nevada or a Shareholder. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. Any decrease in the number of Directors shall not have the effect of shortening the tenure that any incumbent Director would otherwise enjoy.

2.13

TERM OF OFFICE

Directors shall be entitled to hold office until their successors are elected and qualified. Election for all Director positions, vacant or not vacant, shall occur at each annual meeting of the Shareholders and may be held at any special meeting of Shareholders called specifically for that purpose.

2.14

REMOVAL OF DIRECTORS

The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No director may be so removed except at an election of the class of Directors of which he is a part. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the

Articles of Incorporation, the provisions of this Paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.

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2.15     VACANCIES

Vacancies on the Board of Directors shall exist upon the occurrence of any of the following events: (a) the death, resignation, or removal of any Director; (b) an increase in the authorized number of Directors; or (c) the failure of the Shareholders to elect the full authorized number of Directors to be voted for at any annual, regular, or special Shareholders’ meeting at which any Director is to be elected.

2.15(a)

DECLARATION OF VACANCY

A majority of the Board of Directors may declare vacant the office of a Director if the Director: (a) is adjudged incompetent by a court order; (b) is convicted of a crime involving moral turpitude; (c) or fails to accept the office of Director, in writing or by attending a meeting of the Board of Directors, within thirty (30) days of notice of election.

2.15(b)

FILLING VACANCIES BY DIRECTORS

Vacancies other than those caused by an increase in the number of Directors may be filled temporarily by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a qualified successor is elected at a Shareholders’ meeting.

2.15(c)

FILLING VACANCIES BY SHAREHOLDERS

Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors shall be filled by the Shareholders at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective.

2.16

COMPENSATION

Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receive compensation therefore.

2.17

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or officer of the Corporation any costs or expenses actually and necessarily incurred by that officer in any action, suit, or proceeding to which the officer is made a party by reason of holding that position, provided, however, that no officer shall receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office.

This indemnification shall extend to good-faith expenditures incurred in anticipation of

threatened or proposed litigation. The Board of Directors may in proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

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2.18

INSURING DIRECTORS, OFFICERS, AND EMPLOYEES

The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts.

ARTICLE THREE–SHAREHOLDERS' MEETINGS

3.01

ACTION WITHOUT MEETING

Any action that may be taken at a meeting of the Shareholders under any provision of the Nevada Business Corporation Act may be taken without a meeting if authorized by a consent or waiver filed with the Secretary of the Corporation and signed by all persons who would be entitled to vote on that action at a Shareholders' meeting. Each such signed consent or waiver, or a true copy thereof, shall be placed in the Corporate Record Book.

3.02

TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Shareholders may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.03

PLACE OF MEETINGS

Shareholders' meetings shall be held at the business office of the Corporation, or at such other place within or without the State of Nevada as may be designated by the Board of Directors or the Shareholders.

3.04

NOTICE OF MEETINGS

The President, the Secretary, or the officer or persons calling a Shareholders' Meeting.

shall give notice, or cause it to be given, in writing to each Director and to each Shareholder

entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice may be given personally, by mail, or by other means. Such notice shall be addressed to each recipient at such address as appears on the Books of the Corporation or as the recipient has given to the Corporation for the purpose of notice. Meetings provided for in these Bylaws shall not be

85

invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person or by proxy and do not object to the notice given, Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. Notice may be waived by written waivers signed either before or after the meeting by all persons entitled to the notice.

3.05

VOTING LIST

At least ten (10), but not more than sixty (60), days before each  Shareholders' meeting, the officer or agent having charge of the Corporation's share transfer books shall make a complete list of the Shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. The list shall be kept on file at the Registered Office of the Corporation for at least ten (10) days prior to the meeting, and shall be subject to inspection by any Director, officer, or Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject, during the whole time of the meeting, to the inspection of any Shareholder. The original share transfer books shall be prima facie evidence as to the Shareholders entitled to examine such list or transfer b ooks or to vote at any meeting of Shareholders. However, failure to prepare and to make the list available in the manner provided above shall not affect the validity of any action taken at the meeting.

3.06

VOTES PER SHARE

Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied pursuant to the Articles of Incorporation. A Shareholder may vote in person or by proxy executed in writing by the Shareholder, or by the Shareholder's duly authorized attorney-in-fact.

3.07

CUMULATIVE VOTING

No shareholder shall have the right to cumulative voting.

3.08

PROXIES

A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his or her duly authorized attorney in fact. Unless otherwise provided in the proxy or by law, each proxy shall be revocable and shall not be valid after eleven (11) months from the date of its execution,

3.09

QUORUM

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3.09(a)

QUORUM OF SHAREHOLDERS

    As to each item of business to be voted on, the presence (in person or by proxy) of the persons who are entitled to vote a majority of the outstanding voting shares on that matter shall constitute the quorum necessary for the consideration of the matter at a Shareholders' meeting. The vote of the holders of a majority of the shares entitled to vote on the matter and represented at a meeting at which a quorum is present shall be the act of the Shareholders' meeting.

3.09(b)

ADJOURNMENT FOR LACK OR LOSS OF QUORUM

No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Shareholders to leave less than a quorum, other than to adjourn the meeting from time to time by the vote of a majority of the shares represented at the meeting.

3.10

VOTING BY VOICE OR BALLOT

Elections for Directors need not be by ballot unless a Shareholder demands election by ballot before the voting begins.

3.11

CONDUCT OF MEETINGS

Meetings of the Shareholders shall be chaired by the President, or, in the President's absence, a Vice President designated by the President, or, in the absence of such designation, any other person chosen by a majority of the Shareholders of the Corporation present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence of the Secretary or Assistant Secretary, the Chairman shall appoint another person to act as Secretary of the meeting.

3.12

ANNUAL MEETINGS

The time, place, and date of the annual meeting of the Shareholders of the Corporation, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set from time to time by a majority vote of the Board of Directors. If the day fixed for the annual meeting shall be on a legal holiday in the State of Nevada, such

meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as possible.

3.13

FAILURE TO HOLD ANNUAL MEETING

If, within any 13-month period, an annual Shareholders' Meeting is not held, any Shareholder may apply to a court of competent jurisdiction in the county in which the principal office of the Corporation is located for a summary order that an annual meeting be held.

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3.14

SPECIAL MEETINGS

A special Shareholders' meeting may be called at any time by. (a) the President; (b) the Board of Directors; or (c) one or more Shareholders holding in the aggregate one-tenth or more of all the shares entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written request sent by registered mail or delivered in person to the President or Secretary. The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be sent to all the Shareholders entitled to vote at such a meeting. If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.04 of these Bylaws. The notice of a sp ecial Shareholders' meeting must state the purpose or purposes of the meeting and, absent consent of every Shareholder to the specific action taken, shall be limited to purposes plainly stated in the notice, notwithstanding other provisions herein.

ARTICLE FOUR–OFFICERS

4.01

TITLE AND APPOINTMENT

The officers of the Corporation shall be a President and a Secretary, as required by law. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries, and one or more Assistant Treasurers.  Any two or more offices, including President and Secretary, may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

4.01(a)

CHAIRMAN OF THE BOARD

The Chairman, if there shall be such an officer, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman by the Board of Directors or prescribed by these Bylaws.

4.01(b)

PRESIDENT

Subject to such supervisory powers, if any, as may be given to the Chairman, if there is one, by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the office of President of a corporation; shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws; and shall be ex officio a member of all standing committees, including the executive committee, if any. In addition, the President shall preside at all meetings of the Shareholders and in the absence of the Chairman, or if there is no Chairman, at all meetings of the Board of Directors.

4.01(c)

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VICE PRESIDENT                                            

Any Vice President shall have such powers and perform such duties as from time to time may be prescribed by these Bylaws, by the Board of Directors, or by the President. In the absence or disability of the President, the senior or duly appointed Vice President, if any, shall perform all the duties of the President, pending action by the Board of Directors when so acting, such Vice President shall have all the powers of, and be subject to all the restrictions on, the President.

4.01(d)

SECRETARY

The Secretary shall:

(1)

See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. In case of the absence or disability of the Secretary. or the Secretary's refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the Chairman, the President, any Vice President, or by the Board of Directors.

(2)

Keep the minutes of corporate meetings, and the Corporate Record Book, as set out in Section 7.01 hereof.

(3)

Maintain, in the Corporate Record Book, a record of all share certificates issued or canceled and all shares of the Corporation canceled or transferred.

(4)

Be custodian of the Corporation's records and of any seal which the Corporation may from time to time adopt. when the Corporation exercises its right to use a seal, the Secretary shall see that the seal is embossed on all share certificates prior to their issuance and on all documents authorized to be executed under seal in accordance with the provisions of these Bylaws.

(5)

In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.

4.01(e)

TREASURER

The Treasurer shall:

(6)

Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds in the name of the Corporation in those banks, trust companies, or other depositories that shall be selected by the Board of Directors.

(7)

Receive, and give receipt for, monies due and payable to the Corporation.

(8)

Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for those disbursements.

 (9)

If required by the Board of Directors or the President, give to the Corporation a bond to assure the faithful performance of the duties of the Treasurer's office and the restoration to the Corporation of all corporate books, papers, vouchers, money, and other claims of whatever kind in the Treasurer's possession or control, in case of the Treasurer’s death, resignation, retirement, or removal from office. Any such bond shall be in a sum satisfactory to the Board of Directors, with one or more sureties or a surety company satisfactory to the Board of Directors.

(10)

In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by Sections 7.O4 and 7.05 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.

4.01(f)

ASSISTANT SECRETARY AND ASSISTANT TREASURER

The Assistant Secretary or Assistant Treasurer shall have such powers and perform such duties as the Secretary or Treasurer, respectively, or as the Board of Directors or President may prescribe. In case of the absence of the Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer, respectively, may perform all of the functions of the Secretary or Treasurer.

4.02

REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by vote of a majority of the Directors at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any committee or officer upon whom that power of removal may be conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of that resignation shall not be necessary to make it effective.

4.03

VACANCIES

Upon the occasion of any vacancy occurring in any office of the   Corporation, by reason of death, resignation, removal, or otherwise, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected.

4.04

COMPENSATION                                                90

The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Shareholder or a Director of the Corporation, or both.

ARTICLE FIVE–AUTHORITY TO EXECUTE INSTRUMENTS

5.01

NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION

These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it pecuniarily liable for any purpose or in any amount.

5.02

EXECUTION OF CERTAIN INSTRUMENTS

Formal contracts of the Corporation, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Corporation, other corporate documents, and certificates of ownership of liquid assets held by the Corporation shall be signed or endorsed by the President or any Vice President and by the Secretary or the Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.

ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES

6.01 CLASSES AND SERIES OF SHARES

The Corporation may issue one or more classes or series of shares, or both. Any of these classes or series may have full, limited, or no voting rights, and may have such other preferences,

rights, privileges, and restrictions as are stated or authorized in the Articles of Incorporation. All shares of any one class shall have the same voting, conversion, redemption, and other rights, preferences, privileges, and restrictions, unless the class is divided into series, If a class is divided into series, all the shares of any one series shall have the same voting, conversion, redemption, and other. rights, preferences, privileges, and restrictions. There shall always be a class or series of shares outstanding that has complete voting rights except as limited or restricted by voting rights conferred on some other class or series of outstanding shares.

6.02

CERTIFICATES FOR FULLY PAID SHARES

Neither shares nor certificates representing shares may be issued by the Corporation until

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the full amount of the consideration has been received when the consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing the shares shall be issued to the shareholder.

6.03

CONSIDERATION FOR SHARES

Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors, but not less than the par value stated in the Articles of Incorporation. The consideration paid for the issuance of shares shall consist of money paid, labor done, or claims actually received, and neither promissory notes nor the promise of future services shall constitute payment nor partial payment for shares of the Corporation.

6.04

REPLACEMENT OF CERTIFICATES

No replacement share certificate shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except that replacements for lost or destroyed certificates may be issued, upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

6.05

SIGNING CERTIFICATES-FACSIMILE SIGNATURES

All share certificates shall be signed by the officer(s) designated by the Board of Directors. The signatures of the foregoing officers may be facsimiles. If the officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such officer before the certificate issued, the certificate may be issued by the Corporation with the same effect as if he or she were such officer on the date of its issuance.

6.06

TRANSFER AGENTS AND REGISTRARS

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate. Each registrar appointed, if any, shall be an incorporated bank or trust company, either domestic or foreign.

6.07

CONDITIONS OF TRANSFER

The party in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, provided that whenever any transfer of

 shares shall be made for collateral security, and not absolutely, and prior written notice thereof

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shall be given to the Secretary of the Corporation, or to its transfer agent, if any, such fact shall be stated in the entry of the transfer.                    

6.08

REASONABLE DOUBTS AS TO RIGHT TO TRANSFER

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefore, may require from the person seeking the transfer reasonable proof of that person's right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its officers, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability for the transfer or the issuance of a new certificate for shares.

ARTICLE SEVEN–CORPORATE RECORDS AND ADMINISTRATION

7.01

MINUTES OF CORPORATE MEETINGS

The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a book recording the minutes of all meetings of its Shareholders and Directors, with the time and place of each meeting, whether such meeting was regular or special, a copy of the notice given of such meeting, or of the written waiver thereof, and, if it is a special meeting, how the meeting was authorized. The record book shall further show the number of shares present or represented at Shareholders' meetings, and the names of those present and the proceedings of all meetings.

7.02

SHARE REGISTER

The Corporation shall keep at the principal office, or at the office of the transfer agent, a share register showing the names of the Shareholders, their addresses, the number and class of shares issued to each, the number and date of issuance of each certificate issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above information may be kept on an information storage device such as a computer, provided that the device is capable of reproducing the information in clearly legible form. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the Officer issuing shares shall maintain the appropriate requirements regarding issuance.

7.03

CORPORATE SEAL

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The Board of Directors may at any time adopt, prescribe the use of, or discontinue the use of, such corporate seal as it deems desirable, and the appropriate officers shall cause such seal to be affixed to such certificates and documents as the Board of Directors may direct.

7.04

BOOKS OF ACCOUNT

The Corporation shall maintain correct and adequate accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The corporate bookkeeping procedures shall conform to accepted accounting practices for the Corporation's business or businesses. subject to the foregoing, The chart of financial accounts shall be taken from, and designed to facilitate preparation of, current corporate tax returns. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classed by source and shown in a separate account. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the officers and agents maintaining the books of account shall maintain the appropriate requirements.

7.05

INSPECTION OF CORPORATE RECORDS

A Director or Shareholder demanding to examine the Corporation's books or records may be required to first sign an affidavit that the demanding party will not directly or indirectly participate in reselling the information and will keep it confidential other than in use for proper purposes reasonably related to the Director's or Shareholder's role. A Director who insists on examining the records while refusing to sign this affidavit thereby resigns as a Director.

7.06

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors and approved by the Internal Revenue Service. The Treasurer shall forthwith arrange a consultation with the Corporation's tax advisers to determine whether the Corporation is to have a fiscal year other than the calendar year. If so, the Treasurer shall file an election with the Internal Revenue Service as early as possible, and all correspondence with the IRS, including the application for the Corporation's Employer Identification Number, shall reflect such non-calendar year election.

7.07

WAIVER OF NOTICE

Any notice required by law or by these Bylaws may be waived by execution of a written waiver of notice executed by the person entitled to the notice. The waiver may be signed before or after the meeting.

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ARTICLE EIGHT--ADOPTION OF INITIAL BYLAWS

The foregoing bylaws were adopted by the Board of Directors on January 25, 2000.      

Director:  Inge L. E. Kerster  

Attested to, and certified by: Inge L. E. Kerster

           Inge L. E. Kerster, Secretary

95

EX-5.1

EXHIBIT 5.1

OPINION AS TO LEGALITY

96

JOSEPH I. EMAS

ATTORNEY AT LAW

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone                Facsimile

(305) 531-1174    (305) 531-1274

February 23, 2007

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:  First Corporation   

            Ladies and Gentlemen:

I have acted as counsel for First Corporation, a Colorado corporation (the “Company”), in connection with the preparation of this registration statement on Form SB-2/A, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the public offering (the “Offering”) of up to 260,000 shares (the “Registered Shares”) by existing shareholders of the Company and up to an additional 2,000,000 shares (the “Treasury Shares”) for an aggregate of 2, 260,000 shares (collectively, the Registered Shares and the Treasury Shares are referred to as the “Shares”) of the Company’s common stock (the “common stock”).

In rendering the opinion set forth below, I have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company’s Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books; (e) such statutes, records and other documents as I have deemed relevant and (f) certain representations made by the company, its counsel and its auditors; Colorado law including the statutory provisions, all applicable provisions of the Colorado law and reported judicial decisions interpreting those laws.   In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to f orm a basis for the opinion hereinafter expressed. In addition, I opine upon Colorado law, including the statutory provisions, all applicable provisions of the Colorado Constitution and reported judicial decisions interpreting those laws.

Based on the foregoing, I am also of the opinion that:

1.  The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Colorado, with corporate power to conduct its business as described in the Registration Statement.

97

2.   I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Colorado.

3.  All the Treasury shares described in the Registration Statement are duly and validly authorized and, upon the issuance thereof, will be duly and validly issued as fully paid and non-assessable.

I am also of the further opinion that Mr. Todd Larsen and Ms. Sheryl Cousineau, the Company’s officers and directors, will not be deemed to be a broker or dealer in connection with the Offering of the Treasury Shares pursuant to the Registration Statement.

I hereby consent to the Company’s filing of this legal opinion with the Securities and Exchange Commission as Exhibit 5.1 to its registration statement on Form SB-2.

Very truly yours:

/s/ Joseph I. Emas

    Joseph I. Emas

EX-10.1

EXHIBIT 10.1

FORM OF SUBSCRIPTION AGREEMENT

First Corporation

1630 York Avenue

New York, NY 10028

Gentlemen:

1. Pursuant to the terms of the offer made by First Corporation (the "Company"), the undersigned hereby tenders this subscription and applies for the purchase of the number of shares ("Shares") of the Company set forth on the signature page hereto, at a purchase price of US$1,500 per 10,000 shares of common stock of First Corporation ($0.15  per share).

The Company is offering a minimum of six hundred and sixty-six thousand, six hundred and sixty-seven Shares ($100,000) and a maximum of two million Shares ($300,000) (the "Offering").

The subscriber is sending: (1) an executed copy of this Subscription Agreement; and (2) EITHER A CHECK IN US FUNDS made out to "Joseph I. Emas as Escrow Agent" (the “Escrow Agent”) for the full amount of the purchase price for the Shares for which the undersigned is subscribing to:

Joseph I. Emas
1224 Washington Avenue
Miami Beach, Florida 33139

Reference: (Your Name) for First Corporation

OR

The subscriber may WIRE TRANSFER immediately available U.S. funds for the full amount of the purchase price of the Shares for which the undersigned is subscribing plus all wire transfer fees to:

Wachovia Bank

Surfside, Florida

 Account:  Joseph I. Emas, P.A.

                Attorney-at-Law

Account Number:  2000015545590

Reference: (Your Name) for First Corporation

2. The Escrow Agent shall deposit all subscription funds received into a non-interest bearing attorney’s trust account in accordance with the requirements of the Florida Bar.

If the Company does not complete the Minimum Offering within 180 days from the

99

Effective Date, the Escrow Agent shall promptly return each subscriber’s respective subscription funds.

If the Company completes the Minimum Offering within 180 days from the Effective Date and provides the Escrow Agent with certificates representing the shares of common stock subscribed for by the Subscribers, the Escrow Agent shall forthwith release the subscription funds to the Company.

3. The Company has filed, a registration statement on Form SB-2 (the "Registration Statement") or such other form as shall be available registering the common shares and sales may be made pursuant to an effective prospectus, a copy of which has been made available to the investor to be used in accordance with the Plan of Distribution instructions in the prospectus.

4. The undersigned understands that the Company may, in its sole discretion, reject this subscription, in whole or in part, and/or reduce this subscription in any amount and to any extent, whether or not pro rata reductions are made of any other investor's subscription.

5. Neither this Subscription Agreement nor any of the rights of the undersigned hereunder may be transferred or assigned by the undersigned.

6. Except as otherwise provided herein, this Subscription Agreement (i) may only be modified by a written instrument executed by the undersigned and the Company; (ii) sets forth the entire agreement of the undersigned and the Company with respect to the subject matter hereof; (iii) shall be governed by the laws of the State of Florida applicable to contracts made and to be wholly performed therein; and (iv) shall inure to the benefit of, and be binding upon the Company and the undersigned and their respective heirs, legal representatives, successors and permitted assigns.

7. Unless the context otherwise requires, all personal pronouns used in this Subscription Agreement, whether in the masculine, feminine or neuter gender, shall include all other genders.

8. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail, return receipt requested, postage prepaid, as follows: if to the undersigned, to the address set forth on the signature page hereto; and if to the Company, to the address listed above or to such other address as the Company or the undersigned shall have designated to the other by like notice.

100

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ______ day of _________________ 2006.

 Number of Shares Subscribed for _________________________________

ORGANIZATION SIGNATURE:                 INDIVIDUAL SIGNATURE:

__________________________________      ______________________________________

Print name of Organization                        Signature

By: _______________________________     ______________________________________

      Name:                                       Print Name

      Title:

                                        ______________________________________

                                        Additional Signature of Joint Owner

                                        _______________________________________

                                                  Print Name

(ALLSUBSCRIBERS SHOULD PLEASE PRINT INFORMATION BELOW EXACTLY   

AS YOU WISH IT TO APPEAR IN THE RECORDS OF

                                  THE COMPANY)

____________________________________    ______________________________________

Name                                    Social Security Number of Individual

                                        or other Taxpayer I.D. Number

Address:                                Address for notices if different:

____________________________________    ______________________________________

Number and Street                       Number and Street

____________________________________    ______________________________________

  
City State Zip Code City State Zip Code

Please check the box to indicate form of ownership (if applicable):

TENANTS-IN-COMMON    JOINT TENANTS WITH RIGHT OF       COMMUNITY PROPERTY

(Both Parties must   SURVIVORSHIP                      (Both Parties must sign

sign above)          (Both Parties must sign above)    above)

The subscriber is sending: (1) an executed copy of this Subscription Agreement; and (2) EITHER A CHECK IN US FUNDS made out to "Joseph I. Emas as Escrow Agent"  (the “Escrow Agent”) for the full amount of the purchase price for the Shares for which the undersigned is subscribing to:

Joseph I. Emas
1224 Washington Avenue
Miami Beach, Florida 33139

Reference: (Your Name) for First Corporation                         101

OR

The subscriber may WIRE TRANSFER immediately available U.S. funds for the full amount of the purchase price of the Shares for which the undersigned is subscribing plus all wire transfer fees to:

Wachovia Bank

Surfside, Florida

 Account:  Joseph I. Emas, P.A.

                Attorney-at-Law

Account Number:  2000015545590

Reference: (Your Name) for First Corporation

ACCEPTANCE OF SUBSCRIPTION

The foregoing subscription is hereby accepted by First Corporation this ____ day of __________________, 2006, for __________________________ Shares.

FIRST CORPORATION

By: _____________________________

Name:

Title:

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EX-16.1

EXHIBIT  16.1

Jewett, Schwartz & Associates

Certified Public Accountants

May 10, 2006

US Securities and Exchange Commission

Washington, DC  20549

Dear Sirs:

We have read and agreed with the statements regarding our firm in Changes in and Disagreements with Accountants regarding the change in accounting firms on September 27, 2005.

 We have no basis to agree or disagree with any matter reported therein.

Very truly yours,

Jewett, Schwartz & Associates

/s/ Jewett, Schwartz & Associates

________________________
Jewett, Schwartz & Associates

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EX-23.1

Exhibit 23.1

                       Consent of Independent Auditor

CONSENT OF INDEPENDENT AUDITORS

February 19, 2007

We hereby consent to the inclusion in this Registration Statement on Form SB-2/A for First Corporation of our report dated January 19, 2007, relating to financial statements for the period from inception (December 27, 1995) to September 30, 2006.

/S/ Madsen, & Associates

104

EX-99.3

EXHIBIT 99.3

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) dated March 11, 2005 made by and among First Corporation and Joseph I. Emas Esq. (the “Escrow Agent”).

The Company has filed a registration statement on Form SB-2 with the Securities & Exchange Commission pursuant to which it intends to conduct a public offering (the “Offering”) of its shares of common stock.

The completion of the Offering is subject to the Company receiving minimum aggregate subscriptions for 666,667 shares of common stock in the capital of the Company at a price of $0.15 (the “Minimum Offering”).

NOW, THEREFORE, in consideration of the agreements and understandings contemplated in the Stock Purchase Agreement, the parties hereto agree as follows:

1.

Escrow Deposit. Upon the Effective Date, the Company may accept subscriptions for its shares of common stock from qualified investors.  The Company and the subscription agreement that it provides to prospective investors shall instruct all subscribers (each a “Subscriber”) to make their checks, bank drafts or money orders for the purchase of such shares payable to the Escrow Agent in trust and to deliver such payment, along with an executed subscription agreement to the Escrow Agent.  The Escrow Agent shall deposit all subscription funds received into a non-interest bearing attorney’s trust account in accordance with the requirements of the Florida Bar.

2.

Release of Funds to Subscribers. If the Company does not complete the Minimum Offering within 180 days from the Effective Date, the Escrow Agent shall promptly return each subscriber’s respective subscription funds.

3.

Release of Funds to Company.  If the Company completes the Minimum Offering within 180 days from the Effective Date and provides the Escrow Agent with certificates representing the shares of common stock subscribed for by the Subscribers, the Escrow Agent shall forthwith release the subscription funds to the Company.

4.

Provisions with Respect to the Escrow Agent.

(a)

Protection of the Escrow Agent.  The Escrow Agent and the Company agree that: (i) the Escrow Agent’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, nor obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties hereto; provided, however, that this Agreement may be amended at any time or times in accordance with this Agreement; (ii) no assignment of the interest of either the Company or a Subscriber shall be permitted, nor shall any purported assignment be binding upon the Escrow

Agent;  (iii) if the Escrow Deposit is attached, garnished, or levied upon under the order of any

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court, or the delivery thereof shall be stayed or enjoined by the order of any court, or any other order, judgment or decree shall be made or entered by any court affecting the subscription funds, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, whether with or without jurisdiction; the Escrow Agent shall not be liable to any of the parties hereto or their successors by reason of compliance with any such writ, order or decree notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated; (iv) in case the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall be indemnified by the Company for all reasonable and necessary costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation.

(b)

New Escrow Agent.  The Escrow Agent reserves the right to resign at any time by giving at least 30-days advance written notice of resignation to the Company and each Subscriber, specifying the effective date thereof. Within 30 days after receiving the aforesaid notice, the Company agrees to appoint a successor escrow agent. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 30-day period commencing upon the receipt of the notice of resignation by the Company and the Subscribers, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding shall be the responsibility of the Company.

 (c)

Indemnification.  Without limiting any protection or indemnity of the Escrow Agent under any other provision hereof, or otherwise at law, the Company hereby agrees to indemnify and hold harmless the Escrow Agent from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Escrow Agent in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence or fraud of the Escrow Agent. This provision shall survive the resignation or removal of the Escrow Agent, or the termination of this Agreement. The Escrow A gent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its counsel, may involve its expense or liability, unless the Company shall, so often as required, furnish the Escrow Agent with satisfactory indemnity and funding against such expense or liability.

5.

Miscellaneous.

(a)

Notices.  All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing, and shall be deemed to have been duly given (1) on the date of delivery, if delivered personally, or sent by facsimile by 3:00 p.m. local time at the place of delivery on such date, followed by an original delivered by first class mail, registered or certified, return receipt requested, postage prepaid, to the party to whom notice is to be given, (2) within 72 hours after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified mail, return receipt requested, postage prepaid, or (3) on the following day if sent by a nationally recognized overnight delivery services, in each case,

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properly addressed to the party at his address set forth on the signature page of this Agreement or any other address that any party may designate by written notice to the others.

(b)

Counterparts. This Agreement may be executed on two or more separate counterparts, each of which will be an original and all of which taken together will constitute one and the same agreement.

(c)

Specific Performance. The obligations of the parties hereto (including the Escrow Agent) are unique in that time is of the essence, and any delay in performance hereunder by any party will result in irreparable harm to the other parties hereto. Accordingly, any party may seek specific performance and/or injunctive relief before any court of competent jurisdiction in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party shall object to specific performance or injunctive relief as an appropriate remedy. The Escrow Agent acknowledges that its obligations, as well as the obligations of the Company hereunder, are subject to the equitable remedy of specific performance and/or injunctive relief.

(d)

Amendment, Waiver, etc.  This Agreement shall not be amended, modified, altered or revoked without the prior written consent of each of the Company, the Escrow Agent and any Subscriber that has delivered funds to the Escrow Agent at the time of amendment. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege.

(e)

Headings.  Section headings used herein are for convenience of reference only and shall not be deemed to constitute a part of this Agreement for any other purpose, or to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced as if such headings had not been included herein.

(f)

Complete Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and amends and supersedes any prior understandings and agreements with respect thereto.

(g)

Delivery by Facsimile.  This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that this Agreement or any signature was transmitted or communicated through the use of facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

(h)

Severability.  The parties agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable and (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

(i)

Expenses.  The Company shall be solely responsible for providing remuneration to the Escrow Agent in consideration of it acting as escrow agent pursuant to this Agreement.

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(ii) Termination.  This Agreement shall continue in force until the Escrow Agent’s final distribution of subscription funds hereunder.

IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the date first written above.

COMPANY:        

ESCROW AGENT                    

First Corporation                                            Joseph I. Emas, Esquire

per:  /s/ Peter Forst                                         per: s/s Joseph I. Emas

__________________________                   __________________________

Authorized Signatory                                     Joseph I. Emas, Esquire

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EX-99.4

EXHIBIT 99.4

PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference the 12th day of October, 2004.

BETWEEN:

Peter Forst

3039 Rivoli

Newport Beach, CA 92660

(the “SELLER”)

OF THE FIRST PART

AND:

First Corporation

 a Colorado corporation

15998 SW 13^th Street

                        Pembroke Pines, FL 33027

(“BUYER”)

OF SECOND PART

WHEREAS:

A.

The SELLER is the owner of an undivided 100% right, title and interest in and to mineral claims described in this Agreement;

B.

BUYER wishes to acquire a 100% interest in the SELLER’s claims on the terms and subject to the conditions contained in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

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1.

DEFINITIONS

1.1

In this Agreement, the following terms will have the meaning set forth below:

(A)

"Exploration and Development" means any and all activities comprising or undertaken in connection with the exploration and development of the Claims, the construction of a mine and mining facilities on or in proximity to the Claims and placing the Claims into commercial production;

(B)

"Claims" means and includes:

(i)

the mining claims in the Red Lake Mining District in the Province of Ontario listed as follows: KRL 1242425 (16 Units) and KRL 1242673; and

(ii)

all rights and appurtenances pertaining to the mining claims listed  above including all water and water rights, rights of way, and easements, both recorded and unrecorded, to which the SELLER is entitled;

(C)

"Claims Expenditures” means all reasonable and necessary monies expended on or in connection with Exploration and Development as determined in accordance with generally accepted accounting principles including, without limiting the generality of the foregoing:

(i)

the cost of entering upon, surveying, prospecting and drilling on the Claims;

(ii)

the cost of any geophysical, geochemical and geological reports or surveys relating to the Claims;

(iii)

all filing and other fees and charges necessary or advisable to keep the Claims in good standing with any regulatory authorities having jurisdiction;

(iv)

all rentals, royalties, taxes (exclusive of all income taxes and mining taxes based on income and which are or may be assessed against any of the parties hereto) and any assessments whatsoever, whether the same constitute charges on the Claims or arise as a result of the operation thereon;

104

(v)

the cost, including rent and finance charges, of all buildings, machinery, tools, appliances and equipment and related capital items that may be erected, installed and used from time to time in connection with Exploration and Development;

(vi)

the cost of construction and maintenance of camps required for Exploration and Development;

(vii)

the cost of transporting persons, supplies, machinery and equipment in connection with Exploration and Development;

(viii)

all wages and salaries of persons engaged in Exploration and Development and any assessments or levies made under the authority of any regulatory body having jurisdiction with respect to such persons or supplying food, lodging and other reasonable needs for such persons;

(ix)

all costs of consulting and other engineering services including report preparation;

(x)

the cost of compliance with all statutes, orders and regulations respecting environmental reclamation, restoration and other like work required as a result of conducting Exploration and Development; and

(xi)

all costs of searching for, digging, working, sampling, transporting, mining and procuring diamonds, other minerals, ores, and metals from and out of the Claims;

THE PURCHASE

1.1

SELLER hereby grants to BUYER an undivided 100% right, title and interest in and to the Claims for total consideration consisting of cash payments to the SELLER totaling $17,500 and the issuance to SELLER of five million (5,000,000) shares of the common stock of BUYER. These shares shall bear a legend and will be subject to restrictions as to their salability.

(A)

upon execution of this Agreement, the payment to the SELLER of the sum of $15,000.  

(B)

upon delivery of the Geological Report in a form acceptable to BUYER, the payment to the SELLER of the sum of $2,500;

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(C)

the agreement by BUYER to make Claims Expenditures in the amount of $12,800 Cdn (approximately US$10,000) on or before May 5, 2005.

(D)

BUYER agrees to elect SELLER to its Board of Directors and upon election be named President and CEO of BUYER

SELLER will cause the geological report on the Claims (the “Geological Report”) to be changed by Coast Mountain Geological Ltd. to address First Corporation.

1.1

Upon making the cash payments and issuance of shares as specified in Paragraph 1.2, BUYER shall have acquired an undivided 100% right, title and interest in and to the Claims.

2

TRANSFER OF TITLE

0.1

Upon execution of this Agreement, BUYER shall be entitled to take any steps necessary to record this Agreement against title to the Claims.

0.2

Upon making the cash payments and share issuance as specified in Paragraph 1.2 SELLER shall deliver to BUYER a duly executed document of transfer as required, in the opinion of BUYER’s lawyers, for the transfer of an undivided 100% interest in the Claims to BUYER.

1

COVENANTS OF BUYER

1.1

BUYER covenants and agrees that:

BUYER shall indemnify and save the SELLER harmless of and from any and all costs, claims, loss and damages whatsoever incidental to or arising out of any work or operations carried out by or on behalf of BUYER on the Claims, including any liability of an environmental nature.

2

REPRESENTATIONS AND WARRANTIES

2.1

SELLER hereby represents and warrants that:

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(A)

the Claim is in good standing with all regulatory authorities having jurisdictions and all required claim maintenance payments have been made;

(B)

he has not done anything whereby the mineral claims comprising the Claims may be in any way encumbered;

(C)

he has the authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or any contract or other commitment to which he is party including assignment of the transfer documents executed by Ruza Resources Ltd. the original staker of the claims.

A.1

BUYER hereby represents and warrants that:

(A)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with its charter documents or any contract or other commitment to which it is party; and

(B)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of its Board of Directors.

2

ASSIGNMENT

BUYER has the right to assign all or any part of its interest in this Agreement and or in the Claims, subject to the terms and conditions of this Agreement.  It shall be a condition precedent to any such assignment that the assignee of the interest being transferred agrees to be bound by the terms of this Agreement, insofar as they are applicable.  

3

CONFIDENTIALITY OF INFORMATION

Each of BUYER and the SELLER shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Claims as confidential, except where such information must be disclosed for public disclosure requirements of a public company.

4

FORCE  MAJEURE

The time for performance of any act or making any payment or any expenditure required under

109

this Agreement shall be extended by the period of any delay or inability to perform due to fire, strikes, labor disturbances, riots, civil commotion, wars, acts of God, any present or future law or governmental regulation, any shortages of labor, equipment or materials, or any other cause not reasonably within the control of the party in default, other than lack of finances.

5

REGULATORY APPROVAL

If this Agreement is subject to the prior approval of any securities regulatory bodies, then the parties shall use their best efforts to obtain such regulatory approvals.

6

GENERAL TERMS AND CONDITIONS

6.1

The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement.

6.2

This Agreement shall constitute the entire agreement between the parties with respect to the Claims.  No representations or inducements have been made save as herein set forth.  No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.  This Agreement shall supersede all previous written, oral or implied understandings between the parties with respect to the matters covered hereby.

6.3

Time shall be of the essence of this Agreement.

6.4

The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only.

6.5

Unless otherwise noted, all currency references contained in this Agreement shall be deemed to be references to United States funds.

6.6

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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6.7

The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

6.8

Defined terms contained in this Agreement shall have the same meanings where used in the Schedules.

6.9

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado and the laws of Canada applicable therein.

6.10

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year BUYER above written.

s/s Peter Forst

     Peter Forst

FIRST CORPORATION

s/s Sheryl Cousineau

     Sheryl Cousineau, President and Secretary

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COVER

FIRST CORPORATION

1628 2^nd Avenue, Suite 2C

New York, NY 10028

718.909.5080

February 26, 2007

United States Securities

And Exchange Commission

Attention:

Susann Reilly

Raj Rajan

John Reynolds

RE: First Corporation

Form SB-2, Amendment 10

Filed November 13, 2006

File No.: 333-122094

Dear Ms. Reilly, Mr. Ragan and Mr. Reynolds:

We are pleased to forward three clean and three redlined courtesy hard copies of Amendment Number 10 to First Corporation Registration Statement on Form SB-2/A under separate cover. This amendment contains accounting changes to our recently filed Amendment Number 9 as suggested by Mr. Ragan. Also, below are the responses to your comments on February 16, 2007.

General:

1. Please update the cash balance as of the most recent practicable date.

Updates have been made throughout the document beginning on page 4.

2. Clarify the amount of exploration expenditures as of the most recent practicable date.

Summary Financial Information page 2.

This comment has been complied with. Page 4.

3. Please revise the financial information here to be consistent with the most recent financial statements that are included in the registration statement.

We have updated the financial information throughout the filing.

Directors, Executive Officers, Promoters and Control Persons:

4.

We reissue prior comment five from our letter dated December 11, 2006.  Disclose the exemption relied upon in the resale of these securities from Mr. Forst to Mr. Larsen and the facts supporting reliance upon the exemption.  Explain how the resales complied with Rule 144 or why Rule 144 did not apply to these transactions.

We have included the proper exemption for this transaction. Please see page 28.

Description of Business:

5.

We note the disclosure that if you fail to complete the required minimum exploration work your claim will lapse on May 21, 2007.  We also note your plan to commence exploration on or before May 1, 2007.  Explain how you plan to satisfy the minimum exploration requirement in this short period of time. We note your additional disclosure that the advance of $7,000 to the geologist and the $5,000 for the GPS survey will be sufficient to satisfy this requirement.  Clarify whether the geologist will have performed he $7,000 worth of work by the May 21, 2007 date and if not, how this satisfies the requirements.  In addition, clarify how you plan to make these payments and complete these activities by this date in light of the lack of available capital.  In addition, if you do not raise any funds in this offering, clarify how you will satisfy these requirements.

This comment has been complied with. See page 32.

Plan of Operations, page 37

6.

Explain the reference to “cash on hand” providing the $100,000 for phase two.  It does not appear that the current cash balance would be sufficient to provide $100,000.

We note your comment and this section of the Registration Statement has been expanded to comply. Please see pages 41 & 44

7.

We reissue prior comment nine from our letter date December 11, 2006.  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.  Explain the reference to “oil and gas” exploration.  Will that be the focus or will you be open to any business opportunities?  We may have further comment.

We have noted this comment and have altered this section. Page 42.

8.

Please revise references to working capital in light of your supplemental response that this is actually the current cash balance.  Working capital is not the same as current cash.

We have removed all references to working capital in this section. See page 44.

Results of Operations and Liquidity and Capital Resources, page 42:

9.

Please revise the discussions to be consistent with the periods of financial statements included in the registration statement.

These revisions have been made throughout the filing. See page 44.

Summary Compensation Table, page 45:

10.

Update the table to include the information for 2006.

We have updated this section. Page 47

Interim Financial Statements:

Statements of Operations, page F-10 and Statements of Cash Flows, page F-11:

11.

The interim financial statements do not appear to be correct.  We note that the statements of operations and cash flows for the three months ended December 31,2005 and that the interim balance sheet as of December 31, 2006 is identical to the balance sheet as of September 30, 2006.  Please revise the registration statement t present financial statements for the appropriate periods as required by Item 310(b) of Regulation S-B and ensure that the financial statements are complete, internally consistent and contain no clerical errors.

We have re-done the 12/31/06 statements. F9 – F11.

Part II

Item 26.  Recent Sales of Unregistered Securities:

12

Please explain the basis for reliance upon Regulation S and Rule 504 for the stock split.  Consider whether another exemption was available, such as Section 3(a)(9) of the Securities Act.

We thank you for this comment and have made changes consistent with you suggestion.  Please see 69.

4.

Discuss the sophistication of the investors in each offering.  Explain your reference to “moderately sophisticated”.

We note your comment and have made changes to comply. Page 69