Management's Discussion and Analysis of Financial Condition and Results of Operation

Corporate Background

First Corporation is a corporation formed under the laws of the State of Colorado on December 27, 1995. Our principal executive offices are located in England. Our original business was the exploration of mineral claims for commercially viable deposits of precious and base metals. However, on May 18, 2008, our board of directors voted unanimously to discontinue exploration of our mineral claims due to the difficulty in securing adequate financing. We have since pursued other opportunities.

Gecko Landmarks Ltd. Share Acquisition

Effective April 12, 2012, First Corporation entered into a Securities Subscription and Option Agreement with Gecko Landmarks Ltd. which provides for the acquisition by First Corporation of an initial 10% stake in Gecko Landmarks. Under the Securities Subscription and Option Agreement, we also have the option to purchase an additional 23% of Gecko Landmarks share capital within six months of the initial closing. By Written Consent, dated March 27, 2012, our sole director approved this agreement and referred the matter to a vote of our shareholders. Action was taken by the Written Consent of the Holders of a Majority of the Issued and Outstanding Common Stock of First Corporation approving the transaction. We notified First Corporation's other shareholders to inform them of this action pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and Regulation 14C thereunder.

Description of the Share Acquisition Transaction

Under the terms of the Securities Subscription and Option Agreement, First Corporation is to purchase its 10% equity interest in Gecko Landmarks for a purchase price of $1,000,000. The closing is scheduled to occur on or after May 29, 2012 which is the 20th day following the first transmission of the Schedule 14C to the shareholders. Under the terms of the agreement, First Corporation's option to purchase an additional 23% interest in Gecko Landmarks is exercisable for a price of $3,450,000, exercisable within six months from closing. As of March 31, 2012, the Company has not acquired an equity interest in Gecko. The directors will have authority to approve the exercise of this option without stockholder approval. In connection with the closing, First Corporation also expects to enter into a shareholders' agreement with the other Gecko Landmarks shareholders which will provide for the rights of the respective parties as shareholders of Gecko Landmarks. The terms of this shareholders' agreement are under negotiation.

First Corporation does not currently have the funding for the acquisition in its account. However, it has a written commitment from an investor, Investa Securities Limited, and an oral commitment from another, DeMatco Group Corp, each of which has agreed to provide such funding under convertible debentures on terms to be negotiated at an interest rate of 8% per annum.

Prior to its discussions with Gecko Landmarks regarding the share acquisition, First Corporation had pursued other possible business acquisitions none of which were completed.

Consulting Agreement

On April 5, 2011, First Corporation entered into a consultancy arrangement with Thomas J. Wikstrom of Luxembourg pursuant to a letter agreement, a copy of which was attached as an exhibit to our Current Report on Form 8-K filed on April 11, 2011. Pursuant to the letter, the consultancy is for a period of one year for which Mr. Wikstrom is to receive cash compensation of $50,000, payable in quarterly installments, and reimbursement of travel expenses directly related to his responsibilities. First Corporation also expects to issue shares of stock to Mr. Wikstrom as a bonus at the end of the year in an amount to be determined. Performance on this agreement is expected to begin upon closing of the Gecko acquisition.

Financial Condition

Effective March 5, 2012, we issued a Convertible Note to DeMatco Group Corporation in the amount of $100,000 which bears interest at a rate of 8% per annum and is convertible as to principal thereunder into First Corporation's common stock at a conversion price of $.60 per share. Interest accrues from March 31, 2012 and quarterly thereafter but will not be serviced until such time as FSTC generates sufficient free cashflow. The purpose of the loan is to cover costs associated with the Gecko Landmarks acquisition and related professional fees. As of April 4, 2012, the note was transferred by DeMatco Group to ISI Nominees.

On April 26, 2012 the Company received a letter of intent from an investor who would like to purchase $500,000 8% convertible note.

On April 26, 2012, First Corporation arranged with the holders of its outstanding Convertible Notes to waive its interest payments and add them to the principal on two of its outstanding notes in the aggregate amount of $290,120 and issued new notes reflecting the principal and interest in the aggregate new principal amount of $313,760.

We have not received any revenues from operations to date.