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  March 31, 2017

 

¨ 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 May 13, 2017 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.			19
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.			21
Item 4.	Controls and Procedures.			21
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.			22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			22
Item 3.	Defaults Upon Senior Securities.			22
Item 4.	Mine Safety Disclosures.			22
Item 5.	Other Information.			22
Item 6.	Exhibits.			23

 

2

 

PART I — FINANCIAL INFORMATION

 

ITEM 1 — FINANCIAL STATEMENTS

 

First America Resources Corporation

 

Financial Statement (Unaudited)

 

Three Months Ended March 31, 2017 and 2016

 

3

 

Contents

 

Balance Sheet			5
Statement of Loss			6
Shareholders Equity			7
Cash Flows Statement			8
Notes to Financial Statements			9
Exhibit A

 

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Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

(A Development Stage Enterprise)

BALANCE SHEET

                   

		March 31				June 30
		2017				2016
ASSETS
Current assets:
Cash and cash equivalents		$	9,503			$	7,831
Inventory			-				-
Total Current Assets		$	9,503			$	7,831
TOTAL ASSETS		$	9,503			$	7,831
LIABILITIES & EQUITY
Current liabilities:
Account payable						$	3,300
Loan from officers			65,000				36,000
Total current liabilities		$	65,000			$	39,300
Other liabilities:
Loan from shareholders/ officers			62,087				62,087
Total other liabilities		$	62,087			$	62,087
Total liabilities		$	127,087			$	101,387
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			(316,408	)			(292,380
Total stockholders' equity		$	(117,584	)		$	(93,556	)
TOTAL LIABILITIES & EQUITY		$	9,503			$	7,831

 

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FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF LOSS
																		Cumulative from
		Nine				Nine				Three				Three				May 10, 2010 (Date
		Month Ended March 31				Month Ended March 31				Month Ended March 31				Month Ended March 31				of Inception) Through
		2017				2016				2017				2016				March 31, 2017
		(Unaudited)				(Unaudited)				(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		$	24,028			$	31,380			$	370			$	4,183			$	320,420
Depreciation and amortization expenses		$	-			$	-			$	-			$	-			$	-
Total Operating Expenses		$	24,028			$	31,380			$	370			$	4,183			$	320,420
Operating Loss		$	(24,028	)		$	(31,380	)		$	(370	)		$	(4,183	)		$	(316,592	)
Investment income, net		$	-			$	1			$	-			$	-			$	84
Interest Expense, net		$	-			$	-			$	-			$	-			$	-
Loss before income taxes		$	(24,028	)		$	(31,379	)		$	(370	)		$	(4,183	)		$	(316,408	)
Loss tax expense		$	-			$	-			$	-			$	-
Net loss		$	(24,028	)		$	(31,379	)		$	(370	)		$	(4,183	)		$	(316,408	)
Net loss per common share- Basics		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.04	)
Net loss per common share- Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.04	)
Other comprehensive loss, net of tax:		$	-			$	-			$	-			$	-			$	-
Comprehensive income (loss)		$	(24,028	)		$	(31,379	)		$	(370	)		$	(4,183	)		$	(316,408	)

 

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FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY
The Period May 10, 2010 ( Date of Inception)
through March 31, 2017
														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	)
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 June 30, 2016														$	(32,450	)		$	(32,450	)
Balance June 30, 2016			7,964,090			$	7,965			$	190,859			$	(292,380	)		$	(93,556	)
Net loss for the period ended March 31, 2017														$	(24,028	)		$	(24,028	)
Balance March 31, 2017			7,964,090			$	7,965			$	190,859			$	(316,408	)		$	(117,584	)

  

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FIRST AMERICA RESOURCES CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
																		Cumulative from
		Nine				Nine				Three				Three				May 10, 2010 (Date
		Month Ended March 31				Month Ended March 31				Month Ended March 31				Month Ended March 31				of Inception) Through
		2017				2016				2017				2016				March 31, 2017
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Operating Activities:
Net loss		$	(24,028	)		$	(31,379	)		$	(370	)		$	(4,183	)		$	(316,408	)
Adjustments to reconcile net income to net cash provided by Operating activities:
Non-cash portion of share based legal fee expense			-				-				-				-				34,000
Inventory			-				-				-				-				-
Account Payable			(3,300	)			6,000				(100	)			(2,300	)			-
Net cash provided by operating activities		$	(27,328	)		$	(25,379	)		$	(470	)		$	(6,483	)		$	(282,408	)
Investing Activities:
Net cash provided by investing activities		$	-			$	-			$	-			$	-			$	-
Financing Activities:
Loan from shareholders/officers		$	29,000			$	31,000			$	-			$	12,000			$	127,087
Proceeds from issurance of common stock			-				-				-				-				164,824
Net cash provided by financing activities		$	29,000			$	31,000			$	-			$	12,000			$	291,911
Net increase (decrease) in cash and cash equivalents		$	1,672			$	5,621			$	(470	)		$	5,517			$	9,503
Cash and cash equivalents at beginning of the period		$	7,831			$	1,181			$	9,973			$	1,285			$	-
Cash and cash equivalents at end of the period		$	9,503			$	6,802			$	9,503			$	6,802			$	9,503

 

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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 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.

 

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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 March 31, 2017, there were $ 9,503 cash and cash equivalents respectively.

 

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 March 31, 2017 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.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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.

 

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:

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

	·	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.
	·	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.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

	·	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 the responsibility 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 March 31, 2017 and 2016, respectively.

 

Cost of Goods Sold

 

Costs of Goods Sold include the purchase cost of the product sold, freight and shipping expense, custom fees, and merchant account fees.

 

For the quarter ended March 31, 2017 and 2016, no Cost of Goods Sold was recorded.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Operating Expense

 

Operating expense consist of selling, general and administrative expenses.

 

For the quarter ended March 31, 2017 and 2016, the Company incurred $ 24,028 and $ 31,380 operating expenses respectively, and $ 320,420 of operation expenses incurred for the period from May 10,2010 date of inception to March 31, 2017.

 

Professional Fees

 

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

 

For the quarter ended March 31, 2017 and 2016, the Company incurred $ 22,600 and $ 31,163 respectively, and $ 285,444 of professional fees expense incurred for the period from May 10, 2010 date of inception to March 31, 2017.

 

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 the former office location in Hoffman Estates was paid up to January 31, 2013.

 

Recent Accounting Pronouncements

 

Management believes that none of the recently issued accounting pronouncements will have a material impact on the financial statements.

 

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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.

 

NOTE C – RELATED PARTY TRANSACTIONS

 

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

 

As of March 31, 2017 total 6,588,010 shares were issued to officers and directors, and there’s total of 7,964,090 shares outstanding as of March 31, 2017.

 

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 the former officer Mr. Keming Li. As of March 31, 2013, the total loans from shareholder or officer was $25,787.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

 

Loans to Officer/Shareholder (Continued)

 

For the period of April 1, 2013 to June 30, 2015, the officer and shareholder Jian Li additionally loaned $ 36,300 to the Company for continually operating of the business.

 

For the period of July 1, 2015 to June 30, 2016, the officer and shareholder Jian Li additionally loaned $ 36,000 to the Company for continually operating of the business.

 

For the period of July 1, 2016 to December 31, 2016, the officer and shareholder Jian Li additionally loaned $ 29,000 to the Company for continually operating of the business.

 

Therefore, there’s total of $ 127,087 outstanding loan from officer and director, Jian Li as of March 31, 2017.

 

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 31shareholders. The proceeds of $ 6,115 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 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.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

 

Common Stock (Continued)

 

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.

 

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 March 31, 2017, 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.

 

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FIRST AMERICA RESOURCES CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE E– GOING CONCERN (Continued)

 

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

 

As of March 31, 2017 the cash and cash equivalent balance was $9,503 and there is cumulative loss of $ 316,408 for the cumulative period from May 10, 2010 (Date of Inception) to March 31, 2017.

 

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.

 

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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, 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, 2014, 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.

 

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 continue to take longer than such currently anticipated dates.

 

First America Metal Corporation in Morris IL is an international scrap metal company specializing in recycling of non-ferrous and electronic material and has become a large exporter of scrap metal in the Midwest. First America Metal Corporation is operating the business branch at Dallas, Texas since November 2014 and operating the Atlanta 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.

 

Results of Operations

 

For the fiscal quarter ended March 31, 2017 vs. March 31, 2016:

 

Revenue

 

The Company had $0.00 and $ 0.00 of sales revenue for the fiscal quarters ended at March 31, 2017 and 2016, respectively.

 

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Cost of Revenue

 

For the fiscal quarters ended March 31, 2017 and 2016, $0.00 and $ 0.00 of Cost of Goods Sold were recorded, respectively.

 

Expense

 

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

 

For the fiscal quarters ended March 31, 2017 and 2016, there were total of $ 370 and $ 4,183 operating expenses, respectively.

 

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 March 31, 2017 and 2016, respectively due to the net operation loss in USA.

 

Net Loss

 

We incurred net losses of $ 370 and $ 4,183 for the fiscal quarters ended March 31, 2017 and 2016, respectively.

 

For the nine months ended March 31, 2017 vs. March 31, 2016:

 

Revenue

 

The Company had $0.00 and $ 0.00 of sales revenue for the nine months ended at March 31, 2017 and 2016, respectively.

 

Cost of Revenue

 

For the nine months ended March 31, 2017 and 2016, $0.00 and $ 0.00 of Cost of Goods Sold were recorded, respectively.

 

Expense

 

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

 

For the nine months ended March 31, 2017 and 2016, there were total of $ 24,028 and $ 31,380 operating expenses, respectively.

 

For the cumulative periods from May 10, 2010 to March 31, 2017, there were total of $ 320,420 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 nine months periods ended March 31, 2017 and 2016, respectively due to the net operation loss in USA.

 

Net Loss

 

We incurred net losses of $ 24,208 and $ 31,379 for the nine months ended March 31, 2017 and 2016, respectively; and $316,408 for the cumulative periods from May 10, 2010 to March 31, 2017.

 

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Liquidity and Capital Resources

 

		At March 31				At June 30
		2017				2016
Current Ratio			0.15				0.20
Cash		$	9,503			$	7,831
Working Capital		$	(55,497	)		$	(31,469	)
Total Assets		$	9,503			$	7,831
Total Liabilities		$	127,087			$	101,387
Total Equity		$	(117,584	)		$	(93,556	)
Total Debt/Equity			-1.08				-1.08

 

Current Ratio = Current Asset / Current Liabilities

Working Capital = Current asset - Current Liabilities

Total Debt / Equity = Total Debt / Total Shareholders’ Equity

 

The Company had cash and cash equivalents of $ 9,503 at March 31, 2017 and negative working capital of $55,497. There were total liabilities of $ 127,087 at March 31, 2017. The Company had cash and cash equivalents of $ 7,831 at June 30, 2016 and negative working capital of $ 31,469. There were total liabilities of $ 101,387 at June 30, 2016.

 

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 March 31, 2017, the amount of $127,087 had been advanced by Mr. Li under these terms.

 

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 Chief Executive Officer/Chief Financial Officer to allow timely decisions regarding required disclosure.

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2017 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at March 31, 2017, 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 nine months that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a)  Unregistered Sales of Equity Securities.

 

The Registrant did not sell any registered securities during the three months ended March 31, 2017.

 

(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.

 

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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.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

First America Resources Corporation, a Nevada corporation

 

Title		Name		Date		Signature
Principal Executive Officer		Jian Li		May 15, 2017		/s/ Jian Li

 

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.

 

 

SIGNATURE		NAME		TITLE		DATE
/s/ Jian Li		Jian Li		Principal Executive Officer,		May 15, 2017
				Principal Financial Officer and Principal Accounting Officer and Director

 

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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.

 

 

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