Forward-Looking Statements

Certain statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Annual Report constitute "forward-looking statements". These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

Overview

We are a company with a 10% interest in Gecko Landmarks Ltd., a Finnish company, as well as an option to acquire a further interest in Gecko Landmarks Ltd., which option has been extended to January 31, 2013 by mutual consent of the parties.

In October 2012, the Company amended its Articles of Incorporation to increase the authorized stock from one hundred million shares, par value $.001 per share, to 1,000,000,000 shares, par value $.001 per share. The board also approved a 10-for-1 split of the issued and outstanding shares which took effect on October 2012 and effectively increased the issued and outstanding common shares from 26,385,250 to 263,852,500. All references in the audited financial statement and notes thereto have been retroactively restated to reflect the October 2012 stock split.

Results of Operations

For the period from inception on December 27, 1995 to September 30, 2012 we have had no revenues.

General and Administrative Expenses

For the year ended September 30, 2012, we had general and administrative expenses of approximately $152,000 compared with approximately $315,000 for the year ended September 30, 2011. The decreased resulted from the payment in the 2011 fiscal year of professional, consulting and due diligence fees in connection with our purchase of 10% of Gecko Landmarks Ltd. and the related option. Other expenses in both years consisted primarily of legal and accounting fees in connection with our quarterly and annual reports and shareholder approval and related SEC filings in connection with the Gecko transaction.

Interest Expense

For the year ended September 30, 2012, we had interest expenses of approximately $229,000 compared with approximately $94,000 for the year ended September 30, 2011. The increased resulted from the increase in convertible notes payable borrowings and amortization of debt discount.

Loss from Extinguishment of Debt

During the year ended September 30, 2011, the company recorded a loss of approximately $417,000 due to the settlement of debt. There was no comparable event in the year ending September 30, 2012.

Net Loss

We incurred a net loss of approximately $381,000 for the year ended September 30, 2012, compared with a net loss of approximately $826,000 for the year ended September 30, 2011. Our loss in both years was partly attributable to operating expenses consisting of professional fees paid in connection with preparing and filing our reports in compliance with SEC filing requirements. As noted under General and administrative expenses, during the 2012 period, we also incurred significant professional, consulting and due diligence fees and expenses in connection with the Gecko acquisition.

Liquidity and Capital Resources

As of September 30, 2012, we had a deficit in working capital of $1,340,183 as reflected in the table below. We will require additional funding to exercise our option to purchase an additional interest in Gecko Landmarks Ltd. and for any future operations. We cannot be certain that such funding will be available.

Working Capital



                             At September      At September       Percentage Increase /
                               30, 2011          30, 2012              (Decrease)
Current Assets              $       27,793     $      13,577                         (50 )%
Current Liabilities                247,898         1,353,760                         446 %
Working Capital (Deficit)   $     (220,105 )   $  (1,340,183 )                      (508 )%

Cash Flows



                                              Year Ended September 30
                                                2011             2012
Net Cash Used in Operating Activities       $    303,302       $ 163,318
Net Cash Used in Investing Activities                  -               -
Net Cash Provided by Financing Activities   $    331,095         140,000

Outstanding Convertible Notes

As of September 30, 2012, First Corporation was indebted to the holders of its 8% Convertible Notes in the aggregate principle amount of approximately $1,400,000 plus accrued interest, without giving account to the discount reflected in our financial statement for the notes' beneficial conversion feature.

In April of 2011, we entered into a Securities Purchase Agreement with an accredited investor to sell unsecured 8% Convertible Notes in the aggregate original principal amount of up to $2,000,000 with an initial investment of $250,000. In March of 2012, we issued an additional 8% Convertible Note for $100,000 to the investor under this agreement. The investor also agreed to extend the maturity date on the initial note for $250,000 to April 26, 2013, adding approximately $23,640 in accrued interest and an outstanding shareholder loan in the amount of $40,120 to the principle thereon for a total principal amount of $313,760. The Company may require additional note purchases under this agreement.

In June of 2012, we entered into another Securities Purchase Agreement with an accredited investor to sell secured 8% Convertible Notes in an aggregate principal amount of $1,000,000. The proceeds were used to fund the acquisition of a 10% equity interest in Gecko Landmarks Ltd.

Each of these notes is convertible into First Corporation's common stock at a price of $0.06 per share (after giving effect to the 10-for-1 stock split which occurred in September 2012.

Reliance on Future Financings

As of September 30, 2012, we had no cash on hand beyond what we require for short term expenses. From our inception, we have used our common stock and loans from our shareholders, officers and directors to raise money for our operations and for our anticipated acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended September 30, 2012, that there is substantial doubt that we will be able to continue as a going concern.

On December 20, 2012, the company issued 8% convertible notes payable in the aggregate principal face amounts of $42,500 in exchange for cash proceeds of the same amount. The notes provides for the payment of 8% interest per annum with a due dates of December 20, 2013. The notes also provides for potential conversion into common stock of the Company at a price of $0.03 per share.

Going Concern

As reflected in the accompanying audited financial statements, the Company is in the development stage. The accompanying audited financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying audited financial statements, the Company has no sales and has incurred a net loss of $1,447,677 since inception used $163,318 in cash for operating activities for the year ended September 30, 2012.

This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The audited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Critical Accounting Policies and Estimates

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of audited financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statements and the reported amounts of revenues and expenses during the year. Accordingly actual results could differ from these estimates.

Fair Value of Financial Instruments

Fair Value Measurements under GAAP clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets): or model-derived calculations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company's cash and cash equivalents, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed, otherwise only available information pertinent to fair value has been disclosed.

Per Share Data

Basic and diluted net loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding as defined by Accounting Standard Codification 260-10, "Earnings Per Share" ("ASC 260-10). 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. For the years ended September 30, 2012, and 2011, any common stock equivalents were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Provision for Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") which 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 minus the change during the period in deferred tax assets and liabilities.

Deferred income taxes may arise from temporary differences resulting from income and expense 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.

Impairment of Long-Lived Assets

In accordance with Accounting Standards Codification ("ASC") Topic 350, "Intangibles - Goodwill and others", the Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset. At September 30, 2012, the company does not believe its long term asset requires an impairment loss.

Concentration of Credit Risk

The Company maintains its temporary cash investments in high credit quality financial institutions. At times, such amounts may exceed federally insured limits.

Reclassification

Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources be charged to operations as incurred.

ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The objective of this pronouncement is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. When effective, ASU 2011-05 will help financial statement users better understand the causes of an entity's change in financial position and results of operations. Management does not feel that the adoption of this update will have a substantial impact on the financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management will have, a material impact on the Company's present or future financial statements.