10-Q 1 fstj_10q.htm FORM 10-Q fstj_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2023

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

First America Resources Corporation

(Name of small registrant as specified in its charter)

 

Nevada

 

5065

 

27-2563052

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS I.D.)

 

1000 East Armstrong Street

Morris, IL

60450

(Address of principal executive offices)

(Zip Code)

 

SEC File No. 333-175482

 

Issuer’s telephone number: 815-941-9888

 

 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. Yes ☒ No ☐

 

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). Yes ☒ No ☐

 

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

Non-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 No ☒

 

As of December 31, 2023, there were 7,964,090 shares issued and outstanding of the registrant’s common stock.

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

F-1

Item 2.

Management’s Discussion and Analysis or Plan of Operation.

3

Item 3.

Quantitative and Qualitative Disclosure about Market Risk.

8

Item 4.

Controls and Procedures.

8

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

9

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

9

Item 3.

Defaults Upon Senior Securities.

9

Item 4.

Mine Safety Disclosures.

9

Item 5.

Other Information.

9

Item 6.

Exhibits. Exhibits

10

  

 

2

Table of Contents

    

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

First America Resources Corporation

 

Financial Statements (Unaudited)

 

Contents

 

Balance Sheet-  December 31, 2023 (unaudited) and June 30, 2023 (audited)

F-2

 

Statement of Operations- Three and Six Months Ended December 31, 2023 and December 31, 2022

F-3

 

 

Statement of Changes in Stockholders’ Deficit- Three and Six Months Ended December 31, 2023

 

F-4

 

 

 

Statement of Cash Flows- Six Months Ended December 31, 2023 and 2022

 

F-5

 

Notes to Unaudited Financial Statements

F-6

 

 
F-1

Table of Contents

    

FIRST AMERICA RESOURCES CORPORATION

BALANCE SHEET

 

 

 

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

2023

Unaudited

 

 

2023

Audited

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$75,406

 

 

$97,226

 

Accounts Receivable

 

$0

 

 

 

 

 

Total Current Assets

 

 

75,406

 

 

 

97,226

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$75,406

 

 

$97,226

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$3,412

 

 

$100

 

Loan from officers

 

 

228,933

 

 

 

228,933

 

Total Current Liabilities

 

 

232,345

 

 

 

229,033

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

232,345

 

 

 

229,033

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 7,964,090 shares issued and outstanding

 

 

7,964

 

 

 

7,964

 

Additional paid-in capital

 

 

291,360

 

 

 

291,360

 

Accumulated deficit

 

 

(456,263)

 

 

(431,131)

Total stockholders' deficit

 

 

(156,939)

 

 

(131,807)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$75,406

 

 

$97,226

 

 

See accompanying notes to financial statements.

 

 
F-2

Table of Contents

    

FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

Unaudited

 

 

2022

Unaudited

 

 

2023

Unaudited

 

 

2022

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$-

 

 

$-

 

 

$3,920

 

 

$-

 

Cost of Goods Sold

 

 

-

 

 

 

-

 

 

 

13,369

 

 

 

-

 

Gross Profit

 

 

-

 

 

 

-

 

 

 

(9,449)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

11,466

 

 

 

3,373

 

 

 

15,683

 

 

 

11,246

 

Total Operating Expenses

 

 

11,466

 

 

 

3,373

 

 

 

15,683

 

 

 

11,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(11,466)

 

 

(3,373)

 

 

(25,132)

 

 

(11,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Other Income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(11,466)

 

 

(3,373)

 

 

(25,132)

 

 

(11,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(11,466)

 

$(3,373)

 

$(25,132)

 

$(11,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share- Basic and Diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,964,090

 

 

 

7,964,090

 

 

 

7,964,090

 

 

 

7,964,090

 

 

See accompanying notes to financial statements.

   

 
F-3

Table of Contents

  

 

FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance, June 30, 2023

 

 

7,964,090

 

 

$7,964

 

 

$291,360

 

 

$(431,131)

 

$(131,807)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,666)

 

 

(13,666)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

7,964,090

 

 

 

7,964

 

 

 

291,360

 

 

 

(444,797)

 

 

(145,473)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,466)

 

 

(11,466)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

7,964,090

 

 

$7,964

 

 

$291,360

 

 

$(456,263)

 

$(156,939)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

7,964,090

 

 

$7,964

 

 

$190,860

 

 

$(412,010)

 

$(213,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,873)

 

 

(7,873)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022

 

 

7,964,090

 

 

 

7,964

 

 

 

190,860

 

 

 

(419,883)

 

 

(221,059)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,373)

 

 

(3,373)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2022

 

 

7,964,090

 

 

$7,964

 

 

$190,860

 

 

$(423,256)

 

$(224,432)

 

See accompanying notes to financial statements.

 

 
F-4

Table of Contents

    

FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2023

Unaudited

 

 

2022

Unaudited

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net loss

 

$(25,132 )

 

$(11,246 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase (decrease) in accounts receivable

 

$0

 

 

 

 

 

Increase (decrease) in accounts payable

 

 

3,312

 

 

 

 

 

Net cash used in operating activities

 

 

(21,820)

 

 

(11,246)

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Loans from shareholders

 

 

-

 

 

 

 

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(21,820)

 

 

(11,246)

Cash and cash equivalents, beginning of period

 

 

97,226

 

 

 

15,847

 

Cash and cash equivalents, end of period

 

$75,406

 

 

$4,601

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Taxes

 

$-

 

 

$-

 

 

See accompanying notes to financial statements.

 

 
F-5

Table of Contents

    

FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

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 $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.

 

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.

 

 
F-6

Table of Contents

   

FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

Investment goals

 

 

Investment portfolio diversification

 

 

 

 

Capital appreciation

 

 

 

 

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 supplier’s 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.

 

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, 2023 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.    

 

 
F-7

Table of Contents

     

FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

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. The Company has no Cash Equivalents as of December 31, 2023.

 

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  December 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  December 31, 2023and 2022, there was $0 in Cost of Goods Sold.

 

 
F-8

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.

 

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.

 

 
F-9

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  December 31, 2023, a total of 6,388,010 shares were issued to officers and directors. Please see the table below for details:

 

Name

 

Title

 

Share QTY

 

 

Date

 

% of Common Share

 

 

 

 

 

 

 

 

 

 

 

 

Jian Li

 

CEO & President

 

 

6,388,010

 

 

2/6/2013 & 11/27/2013

 

 

80.21%

 

*The percentage of common shares was based on the total outstanding shares of 7,964,090 as of December 31, 2023.

 

Loans From Officer/Shareholder

 

From the period of April 1, 2012 to February 28, 2013, the former company officer, Keming Li, loaned $ 25,787 to First America Resources Corporation (formerly known as Golden Oasis New Energy Group Inc.) without interest and without written agreement. The payment term is on demand.

 

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 $25,787.

 

For the period of April 1, 2013 to June 30, 2019, the officer and director Jian Li additionally loaned $136,146 to the Company for continually operating of the business.

 

For the period of July 1, 2019 to June 30, 2020, the officer and director Jian Li additionally loaned $22,000 to the Company for continually operating of the business.

 

For the period of July 1, 2020 to June 30, 2021, the officer and director Jian Li additionally loaned $25,000 to the Company for continually operating of the business.

 

For the period of July 1, 2021 to December 31, 2021, the officer and director Jian Li additionally loaned $20,000 to the Company for continually operating of the business.

 

As of December 31, 2023, the total loan outstanding to officer and director Jian Li, and to companies controlled by Jian Li is $228,933.

 

NOTE D - SHAREHOLDERS’ EQUITY

 

Common Stock

 

Under the Company’s Articles of Incorporation dated May 10, 2010, the Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0.001.

 

On May 10, 2010, the Company was incorporated in the State of Nevada.

 

As of December 31, 2023, there was a total of 7,964,090 shares issued and outstanding.

 

 
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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  December 31, 2023, the Company had $3,920 in revenues, a working capital deficiency of $156,939 and an accumulated deficit of $456,263. And as of June 30, 2023, a working capital deficiency of $131,807, and an accumulated deficit of $431,131.

 

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 $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 F - INCOME TAXES

 

The Company has a net operating loss carried forward of $456,263 available to offset taxable income in future years which commence expiring in fiscal 2032.

 

The income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates) of 21% to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

 

 

 

Three Months Ended

 

 

 

 December 31

 

 

 

2023

 

 

2022

 

Income tax recovery at statutory rate

 

$2,408

 

 

$708

 

 

 

 

 

 

 

 

 

 

Valuation allowance change

 

$(2,408 )

 

$(708 )

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

$-

 

 

$-

 

 

The significant components of deferred income tax assets and liabilities at  December 31, 2023 and 2022, respectively, are as follows:

 

Net operating loss carried forward

 

$95,809

 

 

$88,877

 

 

 

 

 

 

 

 

 

 

Valuation allowance

 

$(95,809)

 

$(88,877)

 

 

 

 

 

 

 

 

 

Net deferred income tax asset

 

$-

 

 

$-

 

 

 
F-11

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.

 

 
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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

 

 

 

 

Capital appreciation

 

 

 

 

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.

 

We have instructed counsel to prepare an acquisition contract for a commercial property.   This property is:

 

 
4

Table of Contents

    

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.  

 

Also, in August / September 2023, we received $160,992 of battery inventory from Vestwoods Technology Limited.  We were experimenting with selling this type of product. The product did not need to be paid for 6 months and could be returned if the company found no market for this product.  To this point, we have sold only 2 invertors out of this inventory in September for total Revenue of $3,920.  In September, it was decided to return the remaining consignment inventory as we have not found a significant market in which to sell.

 

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 December 31, 2023 and 2022:

 

Revenue

 

The Company sales revenue for the fiscal quarters ended December 31, 2023 and 2022 was $3,920 and $0 respectively.

 

Cost of Revenue

 

The Company cost of goods sold for the fiscal quarters ended December 31, 2023 and 2022 was $13,369 and $0 respectively

 

Expenses

 

Our expenses consist of selling, general and administrative expenses as follows:

 

For the fiscal quarters ended December 31, 2023 and 2022, there were total of $11,466 and $3,373 operating expenses, respectively.

 

Detail is shown in the below table:

 

 

 

Quarter Ended

 

 

Quarter Ended

 

 

 

December 31,

 

 

December 31

 

 

 

2023

 

 

2022

 

Expense

 

 

 

 

 

 

Bank Service Charges

 

$100

 

 

$-

 

License & Registration

 

 

-

 

 

 

-

 

Professional Fees

 

 

11,366

 

 

 

3,373

 

Meals and Entertainment

 

 

0

 

 

 

0

 

Total Expense

 

$11,466

 

 

$3,373

 

 

We expect selling, general, and administrative expenses to increase in future periods if and when we close our planned acquisition as described above.

 

 
5

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 December 31, 2023 and 2022 due to the net operation loss in USA.

 

Net Loss

 

We incurred net losses of $11,466 and $3,373 for the quarters ended December 31, 2023and 2022, respectively.

 

Liquidity and Capital Resources

 

 

 

At 

December 31

2023

 

 

At 

June 30,

2023 

 

 

 

 

 

 

 

 

Current Ratio

 

 

.32

 

 

 

0.42

 

Cash

 

$75,406

 

 

$97,226

 

Working Capital

 

$(156,939 )

 

$(131,807 )

Total Assets

 

$75,406

 

 

$97,226

 

Total Liabilities

 

$232,345

 

 

$229,033

 

 

 

 

 

 

 

 

 

 

Total Equity

 

$(156,939 )

 

$(131,807 )

 

 

 

 

 

 

 

 

 

Total Debt/Equity

 

 

-1.46

 

 

 

-1.74

 

 

 

 

 

 

 

 

 

 

Current Ratio = Current Asset / Current Liabilities

Working Capital = Current asset - Current Liabilities

Total Debt / Equity = Total Loans from Officers / Total Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 
6

Table of Contents

    

The Company had cash and cash equivalents of $75,406 at  December 31, 2023 and negative working capital of $156,939. There were total liabilities of $232,345 at  December 31, 2023. The Company had cash and cash equivalents of $97,226 at June 30, 2023 and negative working capital of $131,807. There were total liabilities of $229,033 at June 30, 2023.

 

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  December 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 raises 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.

 

 
7

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  December 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  December 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.

 

 
8

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 December 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.

 

 
9

Table of Contents

    

Item 6. Exhibits.

 

(a) Exhibits.

 

Exhibit No.

 

Document Description

 

 

 

31.1

 

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

 

 

 

32.1 *

 

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

 

 

 

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

 

Inline XBRL Instance Document**

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document**

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document**

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document**

 

 

 

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.

 

 
10

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

February 14, 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,

February 14, 2024

Principal Financial Officer and

Principal Accounting Officer and Director

 

 
11

Table of Contents

    

EXHIBIT INDEX

 

Exhibit No.

 

Document Description

 

 

 

31.1

 

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

 

 

 

32.1 *

 

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

 

 

 

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

 

Inline XBRL Instance Document**

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document**

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document**

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document**

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document**

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document**

 

 

 

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.

 

 
12