First America Resources Corp 10-Q/A for FY2023 Q1
First America Resources Corp (MEGR)
About this 10-Q/A
First America Resources Corp filed this 10-Q/A on March 6, 2024, covering the quarter ended March 31, 2023 (FY2023 Q1).
Headline figures
Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $2822
- compared with a net loss of $1700 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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:
N/A
(Former name, former address and former three months, if changed since last report)
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 March 31, 2023, there were
EXPLANATORY NOTE
First America Resources Corporation (the “Company”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (the “Quarterly Report on Form 10-Q/A’) to amend its Quarterly Report on Form 10-Q for the third quarter ended March 31, 2023; filed with the United States Securities and Exchange Commission on May 22, 2023 (the “Original Report”). The purpose of this Quarterly Report on Form 10-Q/A is to amend our disclosure on the cover page wherein the Company had erroneously checked the box indicating that it was not a shell when it continued to be a shell company. The Company has also checked the small reporting company since it is.
We have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presently in the Original Report other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in connection with the Original Report, and the company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Report, including any amendments thereto.
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q/A 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/A are as of the date of the Original 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/A, such statements or disclosures will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q/A.
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 page at www.otcmarkets.com. You are urged to carefully consider all such factors.
| 2 |
TABLE OF CONTENTS
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| Table of Contents |
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
First America Resources Corporation
Financial Statements (Unaudited)
Contents
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| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
BALANCE SHEET
(UNAUDITED)
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ASSETS |
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Current assets: |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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Loan from officers |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Deficit: |
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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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See accompanying notes to financial statements.
| 5 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED)
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Revenues |
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Cost of Goods Sold |
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Gross Profit |
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Operating Expenses: |
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Selling, general and administrative expenses |
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Total Operating Expenses |
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Operating Loss |
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Other income |
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Investment income |
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Total Other Income |
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Loss before income taxes |
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Income tax expense |
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Net Loss |
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Net Loss per Common Share- Basic and Diluted |
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Weighted Average Shares Outstanding |
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See accompanying notes to financial statements.
| 6 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023 AND 2022
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Balance, June 30, 2022 |
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Net Loss |
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Balance, September 30, 2022 |
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Net Loss |
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Balance, December 31, 2022 |
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Net Loss |
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Capital Contribution |
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Balance, March 31, 2023 |
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Balance, June 30, 2021 |
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Net Loss |
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Balance, September 30, 2021 |
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Net Loss |
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Balance, December 31, 2021 |
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Net Loss |
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Balance, March 31, 2022 |
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See accompanying notes to financial statements.
| 7 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
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Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Investing Activities: |
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Financing Activities: |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for: |
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Interest |
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Taxes |
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See accompanying notes to financial statements.
| 8 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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NOTE A - BUSINESS DESCRIPTION
First America Resources Corporation (the “Company”) formerly known as Golden Oasis New Energy Group, Inc., was incorporated under the laws of Nevada on May 10, 2010 with registered address at 1955 Baring Blvd., Sparks, NV 89434. First America Resources Corporation has its mailing address at 1000 E. Armstrong Street, Morris IL 60450.
The Company was previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner’s lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.
On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice President, Secretary, and Director of the Company.
On March 20th, 2023, the company received a cash infusion of $
The Company also intends to initially purchase already income producing properties or properties that will produce rent income in a short period of time, meaning less than three months. The income will be produced by the rent that we will be receiving because we will be the owners of the properties. In order to finance future real estate investments, we plan to do additional equity financing, and in addition, we plan to sell some of the properties that we will have acquired at a higher price that we paid in order to buy them using the proceeds in order to buy new properties again at opportunistic prices. Therefore, the profits of our operations will be used in order to acquire new properties. Additionally, we are in negotiations with a battery supplier specializing in golf cart and forklift batteries for the sale and distribution in the US Markets which will result in sales revenues.
Investment goals
| · | Investment portfolio diversification |
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Strategy and target markets
Battery sales and Distribution
Current negotiations include licensing for the sale and distribution in the US without regional restrictions for the supplier’s entire product line of batteries.
| 9 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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Real Estate
It is the owner’s intention to roll in existing property(s) to be used as capital contributions for the purposes of supporting real estate sales and purchases if support of the Investment Goals stated above.
We have instructed counsel to prepare an acquisition contract for a commercial property. This property is:
600 Wissahickon Ave, Cedartown GA
| ☐ | Description: Tract 1 -1.425 Acres, Tract 2 – 2.554 Acres and 72,000SF facility, Tract 3 – 2.724 Acres and 28,000 SF facility totaling 6.703 acres and 100,000 SF industrial facility located in the 2nd District, 4th Section of the City of Cedartown, Polk County, Georgia. |
| ☐ | Status: Unoccupied, for rent. |
| ☐ | Anticipated Mortgage: Owned Outright |
| ☐ | Owner: Value Trade, LLC |
| ☐ | Current Value: $250,000 |
| ☐ | Current Mortgage Debt: Zero |
We are refocusing our intention initially on acquiring similar properties. However, our ability to do so will depend upon our ability to secure additional equity financing and, if necessary or appropriate, mortgage financing on these properties. We will not acquire any property unless we believe the property will generate sufficient cash flow to cover all operating costs, including mortgage payments.
Going Concern and Plan of Operation
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not earned any profit from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, on March 20th, 2023, the company has received a cash infusion of $100,500 from its President, Mr. Jian Li to fully develop its business model of offering real estate and trading options to nascent battery technologies here in the United States. Developments have previously been put on hold due to Geopolitical events and Covid related Shutdowns.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrual basis of accounting.
The Company’s fiscal year end is June 30.
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2022 and notes thereto contained in our 10-K Annual Report.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
| 10 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
The extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, some of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2023, and June 30, 2022, there was $
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”. The measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
Basic and Diluted Net Loss per Common Share
The Company computes per share amounts in accordance with FASB ASC Topic 260, “Earnings per Share”. ASC 260 requires presentation of basic and diluted EPS.
Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the periods. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
As of March 31, 2023, the Company only issued one type of shares, i.e., common shares only. There is no other type of securities issued. Accordingly, the diluted and basic net loss per common share is the same.
Revenue Recognition
Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Cost of Goods Sold
Cost of Goods Sold included the purchase cost of the product sold, freight and shipping expense, custom fees, and merchant account fees.
For the fiscal quarters ended March 31, 2023 and 2022, there was no Cost of Goods Sold recorded.
| 11 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
|
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Expenses
Operating expenses consist of selling, general and administrative expenses, mainly accounting and auditing fees, legal fees, SEC filing fees, and other professional fees.
For the fiscal quarters ended March 31, 2023 and 2022, the Company incurred $
Operating Leases
After February 6, 2013, the Company moved to the new address located at 1000 E. Armstrong St., Morris, IL 60450. There was no lease signed between the Company and the property owner, Jian Li, who is also the majority shareholder of the Company.
Income Tax
Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability basis relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and noncurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing arrangements. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. The Company adopted this ASU effective July 1, 2019. Adoption of this ASU did not have a material impact on the Company’s financial statements.
| 12 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
|
NOTE C - RELATED PARTY TRANSACTIONS
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of March 31, 2023, a total of
Name |
| Title |
| Share QTY |
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| Date |
| % of Common Share |
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Jian Li |
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| % | ||||
*The percentage of common shares was based on the total outstanding shares of
Loans to Officer/Shareholder
From the period of April 1, 2012 to February 28, 2013, the former company officer, Keming Li, loaned $
On February 6, 2013, Mr. Keming Li sold his shares to Mr. Jian Li, and Mr. Jian Li became the loan holder for all the prior loans advanced by the former officer, Mr. Keming Li. As of March 31, 2013, the total loans from shareholder or officer was $
For the period of April 1, 2013 to June 30, 2019, the officer and director Jian Li additionally loaned $
For the period of July 1, 2019 to June 30, 2020, the officer and director Jian Li additionally loaned $
For the period of July 1, 2020 to June 30, 2021, the officer and director Jian Li additionally loaned $
For the period of July 1, 2021 to December 31, 2021, the officer and director Jian Li additionally loaned $
As of March 31, 2023, the total loan outstanding to officer and director Jian Li, and to companies controlled by Jian Li is $
NOTE D - SHAREHOLDERS’ EQUITY
Common Stock
Under the Company’s Articles of Incorporation dated May 10, 2010, the Company is authorized to issue
On May 10, 2010, the Company was incorporated in the State of Nevada.
As of March 31, 2023, there was a total of
| 13 |
| Table of Contents |
FIRST AMERICA RESOURCES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
|
NOTE E - GOING CONCERN
The Company’s activities consist solely of corporate formation, raising capital and attempting to sell products to generate revenues.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issue date of these financial statements.
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
As of March 31, 2023, the Company had no revenues, a working capital deficiency of $
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. Management’s plans are to acquire FAMCe (formerly known as First America Metal Corporation), a company owned primarily by Mr. Jian Li, or another operating company. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations. However, on March 20th, 2023, the company received a cash infusion of $
NOTE F – INCOME TAXES
The Company has a net operating loss carried forward of $
The income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates) of
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| Three Months Ended |
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| March, |
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| 2023 |
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| 2022 |
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Income tax recovery at statutory rate |
| $ |
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Valuation allowance change |
| $ | ( | ) |
| $ | ( | ) |
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Provision for income taxes |
| $ |
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| $ |
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The significant components of deferred income tax assets and liabilities at March 31, 2023 and 2022, respectively, are as follows:
Net operating loss carried forward |
| $ |
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Valuation allowance |
| $ | ( | ) |
| $ | ( | ) |
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Net deferred income tax asset |
| $ |
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| $ |
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| 14 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
First America Resources Corporation is a Nevada corporation formed on May 10, 2010, with registered address at 1955 Baring Blvd, Sparks, Nevada 89434. First America Resources Corporation has offices at 1000 East Armstrong Street, Morris, IL 60450, and contact telephone number 815-941-9888.
The Corporation was originally known as Golden Oasis New Energy Group, Inc. when formed. The Corporation amended its Articles of Incorporation as follows: The Corporation changed its name from Golden Oasis New Energy Group, Inc. to First America Resources Corporation. The effective date of the amendment was when final approval from FINRA was received, which was August 26, 2014.
We were previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner’s lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.
On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder) of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice-President, Secretary of the Company and a Director on the Board of Directors of the Company as well.
In connection with this change of control, we discontinued our current business. It is anticipated we will acquire FAMCe (formerly known as First America Metal Corporation), a business owned primarily by Mr. Jian Li, or another operating company, depending upon completion of audit and preparation of required filing on Form 8-K, which we currently hope to complete in the next 12 months but may take longer than such currently anticipated dates.
FAMCe in Morris, IL is an international scrap metal company specializing in recycling of non-ferrous and electronic material and has become one large exporter of scrap metal in the Midwest. FAMCe is operating a business branch in Fort Worth, Texas since November 2014 and operating the Georgia branch since January 2016. Management anticipates that after acquisition we will be competitive in pricing of some or all of the following, depending upon market conditions which can change, even rapidly, from time-to-time: Copper, Brass, Stainless, Aluminum, High Temp Alloys, Zinc, Tin, Cobalt, Tungsten Alloys, and electronic material.
| 15 |
| Table of Contents |
Recent Developments
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a pandemic, which continues to spread throughout the United States and the world. The spread of COVID-19 has initially caused significant volatility in U.S. and international markets and has resulted in large scale business disruption. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and global economies.
The outbreak of COVID-19 has caused many governments to implement stay-at-home orders and quarantines and place significant restrictions on travel. Many of these governments have also implemented work restrictions that prohibit or limit non-essential businesses from conducting normal operations, which has required employees to work remotely if possible or be terminated or furloughed. Some restrictions were relaxed during the summer months but have begun to be re-implemented as a result of increasing infection rates throughout the world. The Company is supported by the employees of FAMCe (formerly known as First America Metal Corporation), a business owned primarily by Mr. Jian Li. The health and safety of the employees of FAMCe will continue to be its highest priority throughout the pandemic. FAMCe has implemented protective measures relating to its workforce including, but not limited to, health monitoring, personal protective equipment, and enhanced cleaning and sanitizing procedures among other measures recommended by various federal, state and local governments.
On March 20th, 2023, the company received a cash infusion of $100,500 from its President, Mr. Jian Li to fully develop its business model of offering real estate options to nascent battery technologies here in the United States. Developments have previously been put on hold due to Geopolitical events and Covid related Shutdowns.
The Company also intends to initially purchase already income producing properties or properties that will produce rent income in a short period of time, meaning less than three months. The income will be produced by the rent that we will be receiving because we will be the owners of the properties. In order to finance future real estate investments, we plan to do additional equity financing, and in addition, we plan to sell some of the properties that we will have acquired at a higher price that we paid in order to buy them using the proceeds in order to buy new properties again at opportunistic prices. Therefore, the profits of our operations will be used in order to acquire new properties. Additionally, we are in negotiations with a battery supplier specializing in golf cart and forklift batteries for the sale and distribution in the US Markets which will result in sales revenues.
Investment goals
| · | Investment portfolio diversification |
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| · | Capital appreciation |
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| · | A holding period of from four to eight years |
Strategy and target markets
Battery sales and Distribution
Current negotiations include licensing for the sale and distribution in the US without regional restrictions for the suppliers entire product line of batteries.
Real Estate
It is the owner’s intention to roll in existing property(s) to be used as capital contributions for the purposes of supporting real estate sales and purchases if support of the Investment Goals stated above.
| 16 |
| Table of Contents |
We have instructed counsel to prepare an acquisition contract for a commercial property. This property is:
600 Wissahickon Ave, Cedartown GA
| ☐ | Description: Tract 1 -1.425 Acres, Tract 2 – 2.554 Acres and 72,000SF facility, Tract 3 – 2.724 Acres and 28,000 SF facility totaling 6.703 acres and 100,000 SF industrial facility located in the 2nd District, 4th Section of the City of Cedartown, Polk County, Georgia. |
| ☐ | Status: Unoccupied, for rent. |
| ☐ | Anticipated Mortgage: Owned Outright |
| ☐ | Owner: Value Trade, LLC |
| ☐ | Current Value: $250,000 |
| ☐ | Current Mortgage Debt: Zero |
We are refocusing our intention initially on acquiring similar properties. However, our ability to do so will depend upon our ability to secure additional equity financing and, if necessary or appropriate, mortgage financing on these properties. We will not acquire any property unless we believe the property will generate sufficient cash flow to cover all operating costs, including mortgage payments.
We also note that the Company is really an extension of the many years of operational history of management, as disclosed in the registration statement as follows: Our president, Jian Li, has significant real estate experience, primarily involving construction and management of various kinds of properties, specifically industrial properties of various type in multiple states. In managing properties, he oversaw purchases, approving leases, maintaining communication with villages or cities to be in compliance with all ordinances. He handled tenant complaints, interviewed perspective tenants, handled roofing issues, plumbing issues, and door issues by hiring outsourced labor. He also handled all accounting issues including maintenance of books and negotiated with banks on loans.
Results of Operations
For the fiscal quarter ended March 31, 2023 and 2022:
Revenue
The Company had zero sales revenue for the fiscal quarters ended March 31, 2023 and 2022.
Cost of Revenue
The Company had zero cost of goods sold for the fiscal quarters ended March 31, 2023 and 2022.
Expenses
Our expenses consist of selling, general and administrative expenses as follows:
For the fiscal quarters ended March 31, 2023 and 2022, there were total of $2,822 and $1,700 operating expenses, respectively.
Detail is shown in the below table:
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| Quarter Ended |
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| Quarter Ended |
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| March 31, |
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| March 31, |
| ||
|
| 2023 |
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| 2022 |
| ||
Expense |
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Bank Service Charges |
| $ | - |
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| $ | - |
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License & Registration |
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| - |
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| - |
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Professional Fees |
|
| 2,822 |
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|
| 1,700 |
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Total Expense |
| $ | 2,822 |
|
| $ | 1,700 |
|
We expect selling, general, and administrative expenses to increase in future periods if and when we close our planned acquisition as described above.
| 17 |
| Table of Contents |
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the quarters ended March 31, 2023 and 2022 due to the net operation loss in USA.
Net Loss
We incurred net losses of $2,822 and $1,700 for the quarters ended March 31, 2023 and 2022, respectively.
Liquidity and Capital Resources
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| At March 31, 2023 |
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| At June 30, 2022 |
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Current Ratio |
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| 0.45 |
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| 0.07 |
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Cash |
| $ | 102,378 |
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| $ | 15,847 |
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Working Capital |
| $ | (126,754 | ) |
| $ | (213,186 | ) |
Total Assets |
| $ | 102,378 |
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| $ | 15,847 |
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Total Liabilities |
| $ | 229,132 |
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| $ | 229,033 |
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Total Equity |
| $ | (126,754 | ) |
| $ | (213,186 | ) |
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Total Debt/Equity |
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| -1.81 |
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| -1.07 |
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Current Ratio = Current Asset / Current Liabilities Working Capital = Current asset - Current Liabilities Total Debt / Equity = Total Loans from Officers / Total Shareholders’ Equity |
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| 18 |
| Table of Contents |
The Company had cash and cash equivalents of $102,378 at March 31, 2023 and negative working capital of $126,754. There were total liabilities of $229,132 at March 31, 2023. The Company had cash and cash equivalents of $15,847 at June 30, 2022 and negative working capital of $213,186. There were total liabilities of $229,033 at June 30, 2022.
Until we generate operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, will be funded by Jian Li, our President and Director. Mr. Li is not obligated to pay these costs and any costs advanced will be treated as a demand loan with to be agreed interest. These costs are estimated to be less than $50,000 annually until we close our potential acquisition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over-the-counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over-the-counter bulletin board. Further, if we fail to meet these obligations and as a consequence, we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.
At March 31, 2023, we owe Mr. Li an aggregate of $228,933 on these loans, which are oral and bear no interest, due upon demand.
After our potential acquisition, we may still need to secure additional debt or equity funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described above.
Our lack of revenues and cash raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.
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| Table of Contents |
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer/Chief Financial Officer to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2023 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at March 31, 2023, our disclosure controls and procedures are not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 20 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Unregistered Sales of Equity Securities.
The Registrant did not sell any registered securities during the three months ended March 31, 2023.
(b) Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
| 21 |
| Table of Contents |
Item 6. Exhibits.
(a) Exhibits.
Exhibit No. | Document Description | |
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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.** | |
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema Document** | |
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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| Table of Contents |
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 | Jian Li | March 6, 2024 | /s/ Jian Li |
In accordance with the Exchange Act, this Report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE | NAME | TITLE |
| DATE | ||
/s/ Jian Li | Jian Li | Principal Executive Officer, | March 6, 2024 | |||
Principal Financial Officer and Principal Accounting Officer and Director |
| 23 |
| Table of Contents |
EXHIBIT INDEX
Exhibit No. | Document Description | |
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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.** | |
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema Document** | |
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.
| 24 |
EXHIBIT 31.1
CERTIFICATION
I, Jian Li, certify that:
| 1. | I have reviewed this report on Form 10-Q/A of First America Resources Corporation; |
| 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; |
| 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; |
| 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: |
|
| 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): |
|
| 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: March 6, 2024 | 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/A for the period ended March 31, 2023 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: March 6, 2024 | 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.