Quarterly Report (10-q)

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2015

 

¨ 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)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

As of November 1, 2015 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			3
Item 2.	Management's Discussion and Analysis or Plan of Operation.			4
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.			7
Item 4.	Controls and Procedures.			7
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.			8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			8
Item 3.	Defaults Upon Senior Securities.			8
Item 4.	Mine Safety Disclosures.			8
Item 5.	Other Information.			8
Item 6.	Exhibits.			9

 

2

 

PART I — FINANCIAL INFORMATION

 

ITEM 1 — FINANCIAL STATEMENTS

 

First America Resources Corporation

 

Financial Statement (Unaudited)

Three Months Ended September 30, 2015 and 2014

Contents

 

		Page
Balance Sheet		F-1
Statement of Loss		F-2
Shareholders Equity		F-3
Cash Flows		F-4
Notes to Financial Statements		F-5
Exhibit A

 

3

 

FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
BALANCE SHEET

 

		September 30,				June 30,
		2015				2015
ASSETS
Current assets:
Cash and cash equivalents		$	1,465			$	1,181
Inventory			-				-
Total Current Assets		$	1,465			$	1,181
TOTAL ASSETS		$	1,465			$	1,181
LIABILITIES & EQUITY
Current liabilities:
Account payable		$	200			$	200
Loan from shareholders/ officers			9,000				7,000
Total current liabilities		$	9,200			$	7,200
Other liabilities:
Loan from officers			55,087				55,087
Total other liabilities		$	55,087			$	55,087
Total liabilities		$	64,287			$	62,287
Stockholders' Equity:
Common stock, $0.001 par value;
500,000,000 shares authorized;
7,964,090 shares issued and outstanding.		$	7,965			$	7,965
Paid-in capital			190,859				190,859
Deficit accumulated during the development stage			(261,646	)			(260,029	)
Accumulated other comprehensive income (loss)			-				-
Total stockholders' equity		$	(62,822	)		$	(61,106	)
TOTAL LIABILITIES & EQUITY		$	1,465			$	1,181

F-1

 

FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF LOSS

 

		Three Month Ended				Three Month Ended				Cumulative from May 10, 2010 (Date of Inception) Through
		September 30,				September 30,				September 30,
		2015				2014				2015
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues		$	-			$	-			$	14,059
Cost of Goods Sold		$	-			$	-			$	10,131
Gross Profit		$	-			$	-			$	3,928
Operating expenses:
Research and development		$	-			$	-
Selling, general and administrative expenses		$	1,717			$	2,760			$	265,657
Depreciation and amortization expenses		$	-			$	-			$	-
Total Operating Expenses		$	1,717			$	2,760			$	265,657
Operating Loss		$	(1,717	)		$	(2,760	)		$	(261,729	)
Investment income, net		$	1			$	-			$	83
Interest Expense, net		$	-			$	-			$	-
Loss before income taxes		$	(1,716	)		$	(2,760	)		$	(261,646	)
Loss tax expense		$	-			$	-			$	-
Net loss		$	(1,716	)		$	(2,760	)		$	(261,646	)
Net loss per common share- Basics		($0.00)				$	(0.00	)		$	(0.03	)
Net loss per common share- Diluted		($0.00)				$	(0.00	)		$	(0.03	)
Other comprehensive loss, net of tax:		$	-			$	-			$	-
Comprehensive income (loss)		$	(1,716	)		$	(2,760	)		$	(261,646	)

F-2

 

FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY
The Period May 10, 2010 ( Date of Inception)
through September 30, 2015

 

														Deficit Accumulated
										Additional				During the				Total
		Common Stock								Paid-in				Development				Stockholders'
		Shares				Amount				Capital				Stage				Equity
Balance June 30, 2010			5,000,000			$	5,000			$	20,000			$	(2,195	)		$	22,805
Balance June 30, 2011			5,711,500			$	5,712			$	35,403			$	(34,236	)			6,879
Balance June 30, 2012			6,493,090			$	6,494			$	112,780			$	(100,826	)		$	18,448
Balance June 30, 2013			6,493,090			$	6,494			$	112,780			$	(149,678	)		$	(30,404	)
Issuance of common stocks to Michael Williams @0.10 per share on July 1, 2013			120,000			$	120			$	11,880							$	12,000
Issuance of common stocks to Jian Li @0.05 per share on November 27, 2013			1,000,000			$	1,000			$	49,000							$	50,000
Issuance of common stocks to Tzongshyan Sheu @0.05 per share on November 27, 2013			200,000			$	200			$	9,800							$	10,000
Issuance of common stocks to two shareholders @0.05 per share on February 11, 2014			11,000			$	11			$	539							$	550
Net loss for the period ended June 30, 2014														$	(66,492	)		$	(66,492	)
Balance June 30, 2014			7,824,090			$	7,825			$	183,999			$	(216,170	)		$	(24,346	)
Issuance of common stocks for service @0.05 per share on April 1, 2015			140,000			$	140			$	6,860							$	7,000
Net loss for the period ended June 30, 2015														$	(43,760	)		$	(43,760	)
Balance June 30, 2015			7,964,090			$	7,965			$	190,859			$	(259,930	)		$	(61,106	)
Net loss for the period ended September 30, 2015														$	(1,716	)		$	(1,716	)
Balance September 30, 2015			7,964,090			$	7,965			$	190,859			$	(261,646	)		$	(62,822	)

F-3

 

FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS

 

		Three Month Ended				Three Month Ended				Cumulative from May 10, 2010 (Date of Inception)  Through
		September 30,				September 30,				September 30,
		2015				2014				2015
		(Unaudited)				(Unaudited)				(Unaudited)
Operating Activities:
Net loss		$	(1,716	)		$	(2,760	)		$	(261,646	)
Adjustments to reconcile net income to net cash provided by
Operating activities:
Non-cash portion of share based professional fee expense			-				-				34,000
Inventory Asset			-				-				-
Account Payable			-				(100	)			200
Sales Tax Payable			-				-				-
Net cash provided by operating activities		$	(1,716	)		$	(2,860	)		$	(227,446	)
Investing Activities:
Net cash provided by investing activities		$	-			$	-			$	-
Financing Activities:
Loan from shareholders/officer		$	2,000			$	-			$	64,087
Proceeds from issuance of common stock			-				-				164,824
Net cash provided by financing activities		$	2,000			$	-			$	228,911
Net increase (decrease) in cash and cash equivalents		$	284			$	(2,860	)		$	1,465
Cash and cash equivalents at beginning of the period		$	1,181			$	30,941			$	-
Cash and cash equivalents at end of the period		$	1,465			$	28,081			$	1,465

F-4

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

NOTE A – BUSINESS DESCRIPTION

 

First America Resources Corporation formerly known as Golden Oasis New Energy Group, Inc. (the "Company"), 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 ST 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 Vice-president, secretary, and director of the Company.

 

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 is in the development stage and 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.

 

Development Stage Company

 

The Company is considered to be in the development stage as defined FASB ASC Topic 915, "Development Stage Entities". The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to raise sales.

 

F-5

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS

 

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.

 

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.

 

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 September 30, 2015 there were $ 1,465 cash and cash equivalents.

 

Property, Plant, and Equipment Depreciation

 

Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. As of September 30, 2015, there was no fixed asset in the Company's balance sheets.

 

Comprehensive Income

 

The company's comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.

 

Inventory

 

As of September 30, 2015, the Company had Zero inventory.

 

F-6

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

On March 31, 2011, 100,000 shares were issued to Michael Williams for legal services of $10,000 at $0.10 per share.

 

On June 13, 2012, 50,000 shares were issued to Pivo Associates for services of $5,000 at $0.10 per share.

 

On July 1, 2013, 120,000 shares were issued to Williams Security Law Firm for legal service of $ 12,000 at $ 0.10 per share.

 

On February 3, 2015, 140,000 shares were issued to Globex Transfer LLC for professional service of $ 7,000 at $ 0.05 per share.

 

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 period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

 

As of September 30, 2015, the Company only issued one type of shares, i.e., common shares only. There are no other type of securities were issued. Accordingly, the diluted and basic net loss per common share is the same.

 

F-7

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition

 

In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 "Revenue Recognition for Sales of Product", the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met: 

 

	·	The seller's price to the buyer is substantially fixed or determinable at the date of sale.
	·	The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.
	·	The buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.
	·	The buyer acquiring the product for resale has economic substance apart from that provided by the seller.
	·	The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.
	·	The amount of future returns can be reasonably estimated.

 

In accordance with paragraph 4-14 of FASB ASC 605-45, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis. ASC 605-45, paragraph 4-14 discusses whether revenues and cost of goods sold to arrive at gross profit and their corresponding assets and liabilities should be recorded at gross or net. The following indicators of gross revenue recognition will be applicable in the Company:

 

·

Acts as principal in the transaction, Entity Is the Primary Obligor in the Arrangement. The Company will purchase the products from supplier(s) and will responsible for the acceptability of the products, store the products in our warehouse as inventory. The current leased property is a warehouse with office suite. For whole purchase and selling cycle, the Company acts as principal and primary obligator throughout the whole purchase to selling transaction.

 

F-8

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued) 

 

	·	Has risk and rewards of ownership, such as general inventory risk, risk of loss for collection, delivery and returns. Based on the signed distribution agreement, the supplier ship the products FOB at shipping point, after shipping, the Company will take care of the products loss, and after receiving the products the Company will store all products in leased warehouse and incur risk of loss inventory. After selling to customers, the Company is also responsible for risk of loss for delivery, return, and collection of receivable.
	·	Takes title to the products. The Company will take title to the products before customers order them. The Company will retail its purchased products to general public through e-commerce or online selling. All customer orders and its shipments to customers will be responsible of the Company, not supplier(s).
	·	Flexibility in pricing. The retail price to customers will be responsible of the Company according to the market competitions.
	·	Assumes credit risk. The Company will assume collection and receivable risks.
	·	The company can change the products or perform part of the service, and the Company is involved in the determination of products or service specifications based on customer's needs. At the beginning of the Company's development stage, the Company will not change the products. After the products purchased by the Company and stored in warehouse, the Company will display our products on our website or through e-bay, the interested customers will click the specific product items to complete purchase orders. After the development stage, the Company will develop its own design and will customize the products according to customers' request.

 

All the indicators of net revenue reporting (ASC 605-45, paragraph 16-23) will not be applicable in the Company.

 

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

 

The Company had zero revenue for the fiscal quarter ended at September 30, 2015 and 2014 respectively.

 

F-9

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 quarter ended September 30, 2015 and 2014, there's no Cost of Goods Sold was recorded.

 

Operating Expense

 

Operating expense consist of selling, general and administrative expenses.

 

For the fiscal quarter ended September 30, 2015 and 2014, the Company incurred $ 1,717 and $ 2,760 operating expenses respectively, and $ 265,657 of operation expenses incurred for the period of May 10, 2010 date of inception to September 30, 2015.

 

Detail as showed at Exhibit A at the end of the financial notes.

 

Professional Fees

 

Professional fees consist of accounting and auditing fees, legal fees, SEC filing fees, and other professional fees.

 

For the fiscal quarter ended September 30, 2015 and 2014, the Company incurred $ 1,563 and $ 2,700 respectively, and $ 232,194 of professional fees expense incurred for the period of May 10, 2010 date of inception to September 30, 2015.

 

Detail was showed in the below table.

 

											Cumulative from May 10, 2010 (Date of Inception Through
			Three Month Ended				Three Month Ended
			September 30,				September 30,				September 30,
			2015				2014				2015
Professional Fees
	Accounting & Auditing Fees		$	-			$	-			$	66,000
	Consulting fee		$	-			$	2,500			$	18,526
	Legal expenses		$	-			$	-			$	102,099
	SEC filling fees		$	789			$	100			$	13,534
	Professional Fees - Other		$	774			$	100			$	32,034
Total Professional Fees			$	1,563			$	2,700			$	232,194

 

F-10

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 concurrent 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.

 

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. Prior to the closing date of February 6, 2013, the monthly rent payment of $ 600 for formerly office location in Hoffman Estates was paid up to January 31, 2013.

 

Recent Accounting Pronouncements

 

The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:

 

F-11

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements (Continued)

 

Pronouncement		Issued		Title
ASC 605		October 2009		Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
ASC 860		December 2009		Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
ASC 505		January 2010		Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
ASC 810		January 2010		Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
ASC 718		January 2010		Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
ASC 820		January 2010		Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
ASC 810		February 2010		Consolidation (Topic 810): Amendments for Certain Investment Funds
ASC 815		March 2010		Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
ASC-310 Receivables		July 2010		For public entities, the disclosure as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting period ending on or after December 15, 2011.

 

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

 

F-12

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE C – RELATED PARTY TRANSACTIONS

 

Common Shares Issued to Executive and Non-Executive Officers and Directors

 

As of September 30, 2015 total 6,588,010 shares were issued to officers and directors. Please see the Table below for details:

 

Name		Title		Share QTY				Date		% of Common Share
								2/6/2013 &
Jian Li		CEO & President			6,388,010			11/27/2013			80.21	%
Tzongshyan Sheu		VP & Secretary			200,000			11/27/2013			2.51	%
Total					6,588,010						82.72	%

____________ 

*The percentage of common shares was based on the total outstanding shares of 7,964,090 as of September 30, 2015.

 

Loans to Officer/Shareholder

 

From the period of April 1, 2012 to February 28, 2013, the company's formerly officer, Keming Li, loaned $ 25,787 to First America Resources formerly known as Golden Oasis New Energy Group Inc without interest 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 formerly 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 March 31, 2014, the officer and shareholder Jian Li additionally loaned $ 29,300 to the Company for continually operating of the business.

 

For the period of July 1, 2014 to June 30, 2015, the officer and shareholder Jian Li additionally loaned $ 7,000 to the Company for continually operating of the business.

 

F-13

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

 

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

 

Loans to Officer/Shareholder (Continued)

 

For the period of July 1, 2015 to September 30, 2015, the officer and shareholder Jian Li additionally loaned $ 2,000 to the Company for continually operating of the business.

 

Therefore, there's total of $ 64,087 outstanding loan from officer and director, Jian Li as of September 30, 2015.

 

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.

 

On May 10, 2010, three founders of the Company, Keming Li, Guoling Jin, and Madison Li purchased 5,000,000 shares at $0.005 per share. The proceeds of $ 25,000 were received.

 

On December 23, 2010, additional 611,500 common shares were issued at $0.01 per share to 31 shareholders. The proceeds of $ 6115.00 were received.

 

On March 31, 2011, 100,000 shares were issued to Michael Williams for legal services at 0.10 per share.

 

On September 8, 2011, 60,000 common shares were issued at $0.10 per share to six non-affiliated shareholders. The proceeds of $6,000.00 were received.

 

On June 13, 2012, the Company exchanged $ 67,159 in debt owed to Keming Li for 671,590 shares of common stock at fair market value of $ 0.10 per share.

 

On June 13, 2012, 50,000 shares were issued to Pivo Associates for services at 0.10 per share.

 

On February 6, 2013, Mr. Keming Li, Ms. Guolin Jin, Ms Madison Li together sold total 5,388,010 shares to Mr. Jian Li.

 

F-14

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

NOTE D – SHAREHOLDERS' EQUITY (Continued)

 

Common Stock (Continued)

 

On July 1, 2013, 120,000 shares were issued to Williams Securities Law Firm for legal services at 0.10 per share.

 

On November 27, 2013, 1,000,000 common shares were issued at $0.05 per share to the CEO and President of the Company. The proceeds of $ 50,000 were received.

 

On November 27, 2013, 200,000 common shares were issued at $0.05 per share to the vice president, secretary, and director of the Company. The proceeds of $ 10,000 were received.

 

On February 11, 2014, 11,000 common shares were issued at $0.05 per share to two new shareholders. The proceeds of $ 550 were received.

 

On February 3, 2015, 140,000 shares were issued to Globex Transfer LLC for professional service of $ 7,000 at $ 0.05 per share.

 

Therefore, as of September 30, 2015, total of 7,964,090 shares were issued and outstanding.

 

NOTE E – GOING CONCERN

 

The Company is currently in the development stage and their 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.

 

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 September 30, 2015 the cash and cash equivalent balance was $1,465 and there is cumulative loss of $259,930 for the cumulative period from May 10, 2010 (Date of Inception) to September 30, 2015.

 

F-15

 

FIRST AMERICA RESOURCES CORPORATION 

NOTES TO FINANCIAL STATEMENTS

 

NOTE E – GOING CONCERN (Continued)

 

The Company's lack of operating history and financial resources raise substantial doubt about its 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 the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

 

											Cumulative from May 10, 2010
			Three Months Ended				Three Months Ended				(Date of Inception) Through
			September 30,				September 30,				September 30,
			2015				2014				2015
Expense
	Advertising and Promotion			-				-				100
	Automobile expense			-				-				7
	Bank Service Charges			154				60				1,316
	Computer and Internet Expense			-				-				971
	Garbage Expense			-				-				1,044
	License & Registration			-				-				2,979
	Meals and Entertainment			-				-				65
	Office Supplies			-				-				79
	Postage and Delivery			-				-				591
	Professional Fees			1,563				2,700				232,194
	Rent Expenses			-				-				20,884
	Sales Tax Expenses			-				-				94
	Utilities			-				-				3,500
	Website Expense			-				-				1,834
Total Expense			$	1,717			$	2,760			$	265,658

 

F-16

 

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 office 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, 2013.

 

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 Vice-President, Secretary of the Company and a Director on the Board of Directors of the Company as well.

 

4

 

In connection with this change of control, we discontinued our current business. It is anticipated we will acquire First America Metal Corporation, a business owned primarily by Mr. Jian Li, 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.

 

First America Metal Corporation in Morris, IL which is an international scrap metal company specializing in recycling of Non-Ferrous material and has become one large exporter of scrap metal in the Midwest. We are in the progress of expanding our business in Dallas, TX and Atlanta, GA in this year, but cannot predict the exact date we will begin any significant operations in these cities. 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, and Tungsten Alloys.

 

Results of Operations

 

For the fiscal quarter ended September 30, 2015 vs. September 30, 2014:

 

Revenue

 

The Company had $0.00 and $ 0.00 of the lithium-ion battery sales revenue for the fiscal quarters ended at September 30, 2015 and 2014 respectively.

 

Cost of Revenue

 

For the fiscal quarters ended September 30, 2015 and 2014, $0.00 and $ 0.00 Cost of Goods Sold were recorded respectively.

 

Expense

 

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

 

For the fiscal quarters ended September 30, 2015 and 2014, there were total of $ 1,717 and $ 2,760 operating expenses.

 

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

 

Income & Operation Taxes

 

We are subject to income taxes in the U.S.

 

We paid no income taxes in USA for the fiscal quarter periods ended September 30, 2015 and 2014 respectively due to the net operation loss in USA.

 

5

 

Net Loss

 

We incurred net losses of $ 1,716 and $ 2,760 for the fiscal quarters ended September 30, 2015 and 2014, and $ 261,646 for the cumulative periods of May 10, 2010 to September 30, 2015.

 

Foreign Currency Translation

 

The Company has determined the United States dollars to be its functional currency for First America Resources Corporation. There were no foreign currency translation effects on our financial presentation.

 

Liquidity and Capital Resources

 

		At September 30,				At June 30,
		2015				2015
Current Ratio			0.05				0.02
Cash		$	1,465			$	1,181
Working Capital		$	(7,735	)		$	(6,019	)
Total Assets		$	1,465			$	1,181
Total Liabilities		$	64,288			$	62,287
Total Equity		$	(62,822	)		$	(61,106	)
Total Debt/Equity			-1.02				-1.02

 

Current Ratio = Current Asset / Current Liabilities

Working Capital = Current asset - Current Liabilities Total Debt / Equity = Total Liabilities / Total Shareholders' Equity

 

The Company had cash and cash equivalents of $1,465 at September 30, 2015 and negative working capital of $7,735. There were total liabilities of $64,288 at September 30, 2015. The Company had cash and cash equivalents of $ 1,181 at June 30, 2015 and negative working capital of $ 6,019. There were total liabilities of $ 62,287 at June 30, 2015.

 

Until we generate more 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. At September 30, 2015, the amount of $64,287 had been advanced by Mr. Li under these terms.

 

6

 

These costs are estimated to be less than $25,000 annually until we close our potential acquisition. If we fail to meet these requirements, we may lose the qualification for the quotation of our securities in the Over the Counter Markets, and our securities would no longer trade on such markets. 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.

 

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 current lack of operations, revenues and cash and other financial resources 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.

 

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 principal executive and principal financial officers 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 September 30, 2015 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 September 30, 2015, 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.

 

7

 

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 September 30, 2015.

 

(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.

 

8

 

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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated 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**

________________ 

* 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.

 

9

 

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
Date: November 13, 2015	By:	/s/ Jian Li
		Name: Jian Li
		Title: Principal Executive Officer

 

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: November 13, 2015	By:	/s/ Jian Li
		Name: Jian Li
		Title: Principal Executive Officer, Principal Financial Officer andPrincipal Accounting Officer and Director

 

10

 

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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated 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**

________________ 

* 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.

 

11

---

 

EXHIBIT 31.1

CERTIFICATION

 

I, Jian Li, certify that:

 

1.	I have reviewed this report on Form 10-Q 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;
	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;
	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
	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
	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: November 13, 2015	By:	/s/ Jian Li
		Jian Li
		Chief Executive Officer and Chief Financial Officer

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2015 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: November 13, 2015	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.