SecProbe.io

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      February 16, 2005

MAIL STOP 0511

via U.S. mail and facsimile

Peter Forst, President
First Corporation
15995 S.W. 13 th Street
Pembroke Pines, FL  33027

Re:      First Corporation
Form SB-2 filed January 18, 2005
      File No.:  333-122094

Dear Mr. Forst:

	We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. In numbering your pages, please number each page of the
prospectus
and do not repeat numbers.  In addition, use "F-" numbers for the
financial statements only.

2. Insert a small-scale map showing the location and access to
your
property.  Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are filed on
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the engineering staff for our review.

3. In the appropriate location, discuss the phased nature of the
exploration process, and the place in the process your current
exploration activities occupy.  Disclose that you will make a
decision whether to proceed with each successive phase of the
exploration program upon completion of the previous phase and upon
analysis of the results of that program.  Make it clear to
investors
that even if you complete your current exploration program and it
is
successful in identifying a mineral deposit, you will have to
spend
substantial funds on further drilling and engineering studies
before
you will know if your have a commercially viable mineral deposit,
a
reserve.

4. As a general checklist for your property, provide the
disclosures
required by Industry Guide 7 (b).  In particular, provide:
* The location and means of access to the property,
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

5. You make references to mines and other mineral properties that
exist in the area of your property.  This may misguide investors
into
inferring that your property may have commercial mineralization,
because of its proximity to these mines and properties.  Describe
only geology, history or exploration results that are directly
related to the properties that you have the right to explore or
mine.
Remove all references to mines, adjacent or analogous properties,
deposits, occurrences or exploration activities by other companies
outside of your properties.

6. Expand your disclosure about your exploration plans for your
properties.  Disclose a brief geological justification for each of
your exploration projects written in non-technical language.

Registration Statement Cover Page
7. Please revise the formatting of the registration statement
cover
page.  For instance, it is unclear which number is the primary
standard industrial classification code number and which is the
IRS
Employer Identification number, and it is unclear who is the agent
for service.  Also, revise the table on the prospectus cover page.

Cover Page of the Prospectus
8. Please clarify that funds will be "promptly" returned to
investors
if the minimum is not sold.
9. Please avoid repetition on the prospectus cover page.  For
instance, the preliminary prospectus language from Item 502(a)(10)
is
included twice, and you state twice that the selling shareholder
offering will be concurrent with the company offering.  Please
revise.

Summary
10. Please provide the telephone number of the registrant, as
required by Item 503(b) of Regulation S-B.
11. Please explain the statement that "the offering price of this
issue was set by taking into account the resultant number of
shares
in the `float` and our perceived market capitalization."  Given
the
exploration stage of the company, the lack of revenues to date and
the lack of a market, please explain how you determined the
perceived
market capitalization or remove this disclosure.  Revise similar
disclosure in the section titled "Determination of Offering
Price."
12. Please clarify the statement that "the offering will conclude
when all of the 1,000,000 shares of our common stock have been
sold,
the shares no longer need to be registered to be sold or six
months
from the date of this prospectus" to indicate, if true, that this
is
whichever occurs first.
13. Please update the summary financial information as of the most
recent financial statements.

Risk Factors
14. Please add a risk factor discussing the control of a majority
of
the common stock outstanding by the president of the company and
the
resultant risk to investors.
15. The first risk factor, risk factors affecting operating
results,
is a generic risk.  Please revise to state the specific risk to
the
company and/or investors or remove.
16. Please add a risk factor discussing your lack of revenues to
date.
17. The statement in the third risk factor that "the likelihood of
success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection
with
the exploration of the mineral properties" is a generic statement
that should be removed.
18. The fourteenth risk factor, that this is a self-underwritten
offering is a generic risk that should be removed.

Use of Proceeds
19. We note that the total amount of offering expenses ($28,000)
does
not agree with the amounts disclosed in the Dilution section
($25,000) and Item 25-Other Expenses of Issuance and Distribution
($18,199).  Please revise to provide consistent disclosure.
20. Please provide more specificity concerning working capital.
Your
attention is directed to Item 504 of Regulation S-B.
21. In the table the "Total Net Use of Net Proceeds" appears
incorrect.  Please revise.
22. The registrant may reserve the right to change the use of
proceeds, provided that such reservation is due to certain
contingencies that are discussed specifically and the alternatives
to
such use in that event are indicated.  You have referenced unnamed
contingencies.  We note the disclosure that "these funds may be
used
for unanticipated expenses and contingencies including, but not
limited to, additional legal fees, accounting and audit fees,
regulatory filing fees and general and administrative expenses."
You
may reallocate your use of proceeds if you clearly discuss the
circumstances that would require management to alter the use of
proceeds from this offering and discuss alternatives to the
currently
stated used.  Please refer to Instruction 7 to Item 504 of
Regulation
S-K for guidance.
23. Please clarify the statement that you do not anticipate
compensating any officer or director from the proceeds of this
offering.  Discuss those situations where compensation would be
paid
out of offering expenses, or revise to indicate affirmatively that
no
offering proceeds will be used to compensate any officers or
directors.
24. Please reconcile the amount allocated to general working
capital
if 50% or 33 1/3% of the offering is raised in the narratives with
the information in the table.
25. Under the headings "Table 3" and "Table 4," you list both
$20,000
and $30,000 as the amounts Mr. Forst and Ms. Cousineau will loan
to
the registrant.  Please reconcile.  Also, please disclose whether
they are legally obligated to provide such funding.

Determination of Offering Price
26. In this "Determination of Offering Price" section and in the
third paragraph under "The Offering" you have indicated that the
determination was not arbitrary.  However, on the cover page of
the
registration statement you have said that "[t]he offering price
was
arbitrarily established by management and does not reflect market
value, asserts or any established criteria of valuation."   Please
resolve this apparent discrepancy.  Also, consider relocating the
statement that the offering price was arbitrary to the prospectus.

Dilution
27. Please revise the first paragraph to indicate that there are
7,200,000 shares issued and outstanding as of December 31, 2004.
Round all per share amounts to the nearest penny.  The amounts of
"dilution to new investors" appear to be incorrect, please revise
to
disclose the correct amounts or supplementally demonstrate that
your
calculations are correct.
28. Please update the dilution information as of the most recent
financial statements.
29. Please reconcile the net tangible book value per share before
the
offering in the table with the disclosure immediately following
the
table.

Selling Shareholders
30. Please disclose how you propose to reflect any changes in
selling
security holders.
31. We note the disclosure that selling shareholders may sell
shares
in the open market at prevailing prices or in negotiated
transactions.  Please clarify that selling shareholders must sell
at
the fixed price of $.30 until such time as you are listed on the
OTC
Bulletin Board, as disclosed on the cover page.
32. Please clarify the statement that selling shareholders "may be
required to deliver a current prospectus in connection with the
offer
or sale of their shares of our common stock."  If you are
referring
to selling shares in reliance upon Rule 144 rather than the
registration statement, please clarify.
33. Please reconcile the number of shares being registered for
resale
with the disclosure in the table, which currently lists 104,000
shares of common stock.
34. Please reconcile the statement that "the Selling Shareholders
named in this prospectus are offering all of the shares of common
stock offered through this prospectus" with the prospectus cover
page, which indicates the company will offer shares concurrently
with
the selling shareholder offering.

Plan of Distribution
35. In discussing the offering by the company, please disclose the
price per share, the minimum, and the material terms of the escrow
agreement.  The escrow agreement should be filed as an exhibit.
36. We note that the officers and directors will rely upon Rule
3a4-
1(a)(4)(iii) in participating in this offering.  Given the very
limited activities to be undertaken by these individuals in
connection with this offering, please include a detailed
discussion
of how they will conduct this offering.  We note the statement
that
Mr. Forst and Ms. Cousineau intend to contact all investors
receiving
a copy of the registration statement to see if the investor wishes
to
participate in the offering.  Please disclose whether this will be
written or oral.
37. Please explain the statement that Mr. Forst and Ms. Cousineau,
if
they purchase securities, will purchase "after the completion of
the
offering in order to reach the minimum amount."  If the minimum
has
not been reached upon completion of the offering, then the funds
in
escrow would be required to be promptly returned to investors.  We
may have further comment.
38. Please remove the dealer prospectus delivery obligation, as it
repeats disclosure from the outside back cover page.
39. We note the statement that the company will pay the offering
expenses.  Please state the offering expenses and indicate how you
plan to pay these expenses if you are unable to raise the minimum
in
this offering.

Rule 144 Shares
40. Clarify your disclosure that the affiliate who owns 1,400,000
share of stock will be eligible to use Rule 144 three months after
resigning as an officer and director, but only if she retains less
than 10% of the aggregate amount of common shares then
outstanding.
41. Please clarify the reference to the NASD applying to the SEC
"to
allow additional restrictions and requirements upon the part of
the
OTCBB securities."
Directors, Executive Officers, Promoters and Control Persons
42. Please disclose the period during which Mr. Forst has served
as a
director.
43. Please disclose whether Mr. Forst is still associated with the
companies listed in his business experience.
44. Please disclose the amount and percent of time each officer
will
devote to the company`s business.
45. Please disclose Ms. Cousineau`s business activities since
2002.
Include the beginning date of employment with Fish Creek Market.

Security Ownership of Certain Beneficial Owners and Management
46. Please update the disclosure as of the most recent practicable
date.

Description of Securities
47. Please disclose that the amount of authorized common stock and
preferred stock could be issued to delay, defer, or prevent a
change
of control.

Description of Business
48. Please generally discuss your business activities prior to
December 2003, when Ms. Cousineau purchased shares from Ms.
Kerster.
49. The following statement contradicts several statements that
the
registrant`s agreement with Mr. Forst, the President of the
registrant was an option agreement:  "We are an exploration stage
company engaged in the acquisition and exploration of mineral
properties. By a mineral property agreement with our President,
dated
October 12, 2004, we assumed the purchase of a 100% interest in
the
First Corp property (our emphasis)."  Advise supplementally and
revise the disclosure throughout the prospectus to clarify.
50. Disclose the material terms of the agreement with Mr. Forst.
Also, please disclose the amount Mr. Forst paid for these claims
and
the party from whom he obtained the claims.
51.  Please reconcile the statement in this section that the
claims
are located in the Confederation Lakes Area with the disclosure in
the summary that the claims are located in the Red Lake Mining
District.
52. We note that you are required to expend at least $12,800 by
May
5, 2005.  Please disclose the amount expended to date.  Also,
please
reconcile the reference to a June deadline.
53. Please provide a detailed discussion of the proposed
activities
to occur in phases one and two of your planned exploration.
54. We note the statement that the board of directors will be
making
the determination as to whether the results of phase one are
sufficiently positive to proceed to phase two.  Disclose
immediately
following this statement management`s lack of experience in
mining.
Also, please clarify, in light of management`s lack