First America Resources Corp 10-Q for FY2025 Q2
First America Resources Corp (MEGR)
About this 10-Q
First America Resources Corp filed this 10-Q on September 29, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.82M
- up 30.4% from $3.7M a year earlier
- Net income
- $62.12K
- up 147.0% from net income of $25.15K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _________ to _________
(Name of small registrant as specified in its charter) |
| 5065 |
| ||
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (IRS I.D.) |
(Address of principal executive offices) | (Zip Code) |
SEC File No.
Issuer’s telephone number:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of September 29, 2025, there were
INTRODUCTORY COMMENT
Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “First America Resources Corporation,” or the “Company” refers to First America Resources Corporation, a Nevada corporation.
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” “opportunity,” “predict,” “would,” “potential,” “future,” “forecast,” “guarantee,” “assume,” “likely," “target” or similar statements or variations of such terms.
Our forward-looking statements are based on a series of expectations, assumptions and projections about our Company and the markets in which we operate, and are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our assets under management, net cash inflows and outflows, operating cash flows and future credit facilities, for all future periods. All of our forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of the Report only.
We can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. We do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of the Original Report, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us which modify or impact any of the forward-looking statements contained in or accompanying this Quarterly Report on Form 10-Q, such statements or disclosures will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
Certain other factors which may impact our continuing operations, prospects, financial results and liquidity or which may cause actual results to differ from such forward-looking statements are discussed or included in the Company’s periodic reports filed with the SEC and are available on at www.otcmarkets.com. You are urged to carefully consider all such factors.
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TABLE OF CONTENTS
5 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||||
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| Table of Contents |
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
First America Resources Corporation
Condensed Consolidated Financial Statements (Unaudited)
Contents
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| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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JUNE 30, 2025 AND DECEMBER 31, 2024 |
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Assets |
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Current assets |
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Cash |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Accounts receivable, related party, First America Metal Corp. |
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Prepaid expenses |
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Total current assets |
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Long term assets |
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Property and equipment, net |
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Right of use assets |
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Goodwill |
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Deposits |
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Total long term assets |
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Total assets |
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Liabilities and Stockholders' Deficit | ||||||||
Current liabilities |
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Accounts payable |
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Accounts payable, related party, First America Metal Corp. |
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Accrued expenses |
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Accrued interest |
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Lease liability, current portion |
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Financed insurance policy |
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Notes payable, current portion |
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Total current liabilities |
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Lease liability, net of current portion |
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Notes payable, net of current portion |
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Total liabilities |
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Commitments and contingencies (Note 3) |
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Stockholders' deficit |
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Common stock $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | ||||||||||||||||
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Revenues |
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Cost of revenues |
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Gross profit |
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Operating expenses |
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General and administrative |
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Payroll expenses |
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Professional fees |
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Advertising and marketing |
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Rent and lease |
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Depreciation and amortization |
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Total operating expenses |
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Income (loss) from operations |
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Other income (expense) |
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Interest expense |
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Other income |
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Total other income (expense) |
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Net income |
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Income per share - basic and diluted |
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Weighted average shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION | ||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | ||||||||||||||||||||||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | ||||||||||||||||||||||||||||
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| Common Stock |
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| Common Stock - METech |
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| Capital |
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| Total |
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Balances, December 31, 2023 - Pre reverse merger |
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Effect of reverse merger |
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Balances, December 31, 2023 - Post reverse merger |
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Pre-merger issuances of METech Recycling, Inc. |
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Shares issued for settlement of notes payable |
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Net income |
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Balances, March 31, 2024 |
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Net income |
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Balances, June 30, 2024 |
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Balances, December 31, 2024 |
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Net income |
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Balances, March 31, 2025 |
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Net income |
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Balances, June 30, 2025 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | ||||||||
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Operating activities |
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Net income |
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Adjustments to reconcile net income to net cash provided by |
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(used in) operating activities: |
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Depreciation and amortization |
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Bad debt expense |
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Financed repair costs |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Deposits |
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Prepaid expenses |
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Accounts payable |
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Accrued expenses |
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Accrued interest |
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Right of use assets and lease liabilities |
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Financed insurance policy |
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Net cash provided by (used in) operating activities |
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Investing activities |
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Purchase of property and equipment |
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Net cash used in investing activities |
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Financing activities |
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Proceeds from notes payable |
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Repayments of notes payable |
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Net cash used in financing activities |
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Net decrease in cash |
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Cash - beginning of period |
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Cash - end of period |
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Cash paid for income taxes |
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Cash paid for interest |
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Supplemental schedule of non-cash investing and financing activities |
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Accounts payable settled through the issuance of notes payable |
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Financed property and equipment |
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Shares issued for settlement of notes payable |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 8 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of the Company and Business
METech Exchange Agreement
On April 16, 2025, (METech Closing Date) First America Resources Corporation (FSTJ), a Nevada corporation, entered into a Common Stock Exchange Agreement dated as of such date (the Exchange Agreement) with the METech Recycling, Inc. (METech), a Delaware corporation, and all of the shareholders of METech. Pursuant to the Exchange Agreement, FSTJ acquired one hundred percent (
For financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with METech deemed the accounting acquirer and FSTJ deemed the accounting acquiree under the acquisition method of accounting in accordance with ASC 805-10-55. The reverse acquisition is deemed a capital transaction and the net assets of METech (the accounting acquirer) are carried forward to FSTJ (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of FSTJ and the assets and liabilities of METech which are recorded at their historical cost. The equity of the Company is the historical equity of METech.
The accompanying consolidated financial statements include the accounts of FSTJ, and its subsidiary, METech (collectively, the Company).
Business
METech Recycling, Inc., a Delaware corporation incorporated on March 10, 2005, specializes in electronic waste management and IT asset disposition (ITAD). The Company provides certified recycling services, secure data destruction, and IT asset management. With a focus on sustainability, the Company aims to maximize material recovery while ensuring the protection of proprietary technology and customer data. They operate multiple R2-certified facilities across the U.S., offering customized solutions for safe recycling, inventory management, and equipment disposal. The Company emphasizes eco-responsible practices and transparency.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of METech, and the notes thereto, for the year ended December 31, 2024.
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FIRST AMERICA RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basic and Diluted Loss Per Share
The Company had no potentially dilutive securities outstanding at June 30, 2025, and 2024.
Recently Issued Accounting Standards
During the period ended June 30, 2025, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements, except as noted below.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.
Subsequent Events
The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.
Note 3 – Commitments and Contingencies
From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.
Note 4 – Debt
During February 2025, the Company entered into an unsecured note payable agreement with proceeds totaling $
During June 2025, the Company entered into a secured equipment note payable agreement totaling $
During June 2025, the Company entered into an unsecured note payable agreement with First America Metal Corp (FAMC) which settled $
Note 5 – Equity
The total number of shares of common stock authorized and issuable by the Company is
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FIRST AMERICA RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 – Concentrations
The following table details the Company’s revenue concentrations for the six months ended June 30, 2025, and 2024, and the accounts receivable concentrations at June 30, 2025, and December 31, 2024.
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| Revenues |
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| Accounts Receivable |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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Customer A |
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| % |
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| % |
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| % |
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| % | ||||
Customer B |
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| % |
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| % |
| * |
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| * |
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Customer C |
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| % |
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| % |
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| % |
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| % | ||||
Customer D |
| * |
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| * |
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| % |
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| % | ||||
The following table details the Company’s accounts payable concentrations at June 30, 2025, and December 31, 2024.
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| Accounts Payable |
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| 2025 |
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| 2024 |
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Vendor A |
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| % |
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| % | ||
Note 7 – Related Party Transactions
At June 30, 2025, and December 31, 2024, outstanding notes payable due to First American Management Group Corp, the Company’s largest shareholder, totaled $
At June 30, 2025, and December 31, 2024, outstanding notes payable due to FAMC, the Company’s second largest shareholder, totaled $
FAMC is Customer A and Vendor A (Note 6). At June 30, 2025, and December 31, 2024, accounts payable due to FAMC totaled $
At June 30, 2025, and December 31, 2024, outstanding notes payable due to the former owner or METech, totaled $
Note 8 – Employee Retention Credit
During the period ended June 30, 2025, the Company received an Employee Retention Credit totaling $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We urge you to read the following discussion in conjunction with our Annual Report for the year ended December 31, 2024, as well as with our financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis may contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed elsewhere in this Report.
Results of Operations
Comparison of Three Months Ended June 30, 2025 and 2024
For the three months ended June 30, 2025, our revenue was $4,823,000, as compared to $3,699,000, for the three months ended June 30, 2024. The increase in revenue of 30% was the result of continued revenue growth. We expect revenues to continue to increase on a year-over-year basis.
Cost of revenues for the three months ended June 30, 2025, and 2024 were $2,343,000 and $1,595,000, respectively, resulting in gross margins of 51% and 57%, respectively. The primary components of cost of revenues include freight and material processing, which comprise the majority of the costs.
For the three months ended June 30, 2025, operating expenses were $2,385,000 as compared to $2,061,000 for the same period in 2024, an increase of $324,000 or 16%. General and administrative expenses increased by $83,000 from $462,000 to $545,000, payroll expenses increased $118,000 from $1,143,000 to $1,261,000 and rent and lease expenses increased by $92,000 from $349,000 to $441,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $54,000 during the three months ended June 30, 2024, to $86,000 for the three months ended June 30, 2025. The increase was primarily driven by merger costs and their related professional fees, such as legal and audit fees. We expect operating expenses to continue to increase with revenues as the Company expands operations.
As a result of the above, our income from operations for the three months ended June 30, 2025, was $95,000 as compared to $43,000 for the prior year period.
Other income and expenses included $36,000 in interest expenses during the three months ended June 30, 2025, compared to $24,000 in the prior year. We expect interest expenses to increase as the Company obtains additional funding.
Comparison of Six Months Ended June 30, 2025 and 2024
For the six months ended June 30, 2025, our revenue was $8,848,000, as compared to $7,855,000, for the six months ended June 30, 2024. The increase in revenue of 13% was the result of continued revenue growth. We expect revenues to continue to increase on a year-over-year basis.
Cost of revenues for the six months ended June 30, 2025, and 2024 were $4,095,000 and $3,619,000, respectively, resulting in gross margins of 54% and 54%, respectively. The primary components of cost of revenues include freight and material processing, which comprise the majority of the costs.
For the six months ended June 30, 2025, operating expenses were $4,753,000 as compared to $4,064,000 for the same period in 2024, an increase of $323,000 or 13%. General and administrative expenses increased by $303,000 from $950,000 to $1,253,000, payroll expenses increased by $170,000 from $2,206,000 to $2,376,000 and rent and lease expenses increased by $159,000 from $709,000 to $868,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $115,000 during the six months ended June 30, 2024, to $146,000 for the six months ended June 30, 2025. The increase was primarily driven by merger costs and their related professional fees, such as legal and audit fees. We expect operating expenses to continue to increase with revenues as the Company expands operations.
As a result of the above, our loss from operations for the six months ended June 30, 2025, was $400 as compared to income from operations of $172,000 for the prior year period.
Other income and expenses included $62,000 in interest expenses during the six months ended June 30, 2025, compared to $51,000 in the prior year. We expect interest expenses to increase as the Company obtains additional funding. Additionally, the Company received an ERC credit totaling approximately $346,000 during the six months ended June 30, 2025.
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Liquidity and Capital Resources
At June 30, 2025, we had cash totaling $151,000 as compared to cash totaling $459,000 at December 31, 2024. Our cash flows used in operations were $250,000 for the six months ended June 30, 2025, as compared to cash provided by operations of $18,000 for the same period in the prior year. We expect cash used in operating activities to be neutral as the Company expands operations.
Cash flows used in investing activities were $-0- and $74,000 for the six months ended June 30, 2025, and 2024, respectively. We expect investing expenditures to increase as the Company expands operations.
For the six months ended June 30, 2025, and 2024, cash flows used in financing activities were $58,000 and $9,000. We expect financing receipts and expenditures to increase as the Company utilizes financing to expand operations.
The Company may need to raise additional debt or equity capital in order to fund its operations. There can be no assurance that the Company will be able to do so or on acceptable terms.
Significant Accounting Policies
There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report for the year ended December 31, 2024, filed with the Securities and Exchange Commission on July 18, 2025.
Off Balance Sheet Arrangements
As of June 30, 2025, we did not have any material off-balance sheet arrangements.
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Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Jian Li, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2025, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of June 30, 2025, were effective as of the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table discloses the shares of our common stock issued in the acquisition of METech Recycling, Inc.:
Name |
| Number of Shares |
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First America Metal Corp. |
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| 29,056,000 |
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First America Management Group Corp. |
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| 50,944,000 |
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Total Shares issued |
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| 80,000,000 |
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First America Metal Corp. and First America Management Group Corp. are entirely owned by Mr. Li, our director, chief executive and financial officer and the owner of a majority of our common stock, who, by virtue of the related-party nature of the transaction, has full business and financial information about us. We have relied on Section 4(a)(2) for an exemption from the registration requirement of Section 5 under the Securities Act of 1933. No broker or finder is involved with the transaction, and no commissions or fees are being paid.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
(a) Exhibits.
Exhibit No. |
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Exhibit 101 |
| Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.** |
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101.INS |
| XBRL Instance Document** |
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101.SCH |
| XBRL Taxonomy Extension Schema Document** |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document** |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
_____________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
First America Resources Corporation, a Nevada corporation
Title | Name | Date | Signature | |||
Principal Executive Officer and Principal Financial Officer | Jian Li | September 29, 2025 | /s/ Jian Li |
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EXHIBIT INDEX
Exhibit No. |
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Exhibit 101 |
| Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.** |
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101.INS |
| XBRL Instance Document** |
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101.SCH |
| XBRL Taxonomy Extension Schema Document** |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document** |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document** |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document** |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document** |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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EXHIBIT 31.1
CERTIFICATION
I, Jian Li, certify that:
| 1. | I have reviewed this report on Form 10-Q of First America Resources Corporation; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
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| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| First America Resources Corporation | |||
| Dated: September 29, 2025 | By: | /s/ Jian Li | |
| Jian Li | |||
| Chief Executive Officer and Chief Financial Officer | |||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended June 30, 2025, for First America Resources Corporation (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| First America Resources Corporation | |||
| Dated: September 29, 2025 | By: | /s/ Jian Li | |
| Jian Li | |||
| Chief Executive Officer and Chief Financial Officer | |||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to First America Resources Corporation and will be retained by First America Resources Corporation and furnished to the Securities and Exchange Commission or its staff upon request.