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, 2019

 

¨ 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 x

 

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
		Emerging Growth Company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of May 13, 2019 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.		15
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.		19
Item 4.	Controls and Procedures.		19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		20
Item 3.	Defaults Upon Senior Securities.		20
Item 4.	Mine Safety Disclosures.		20
Item 5.	Other Information.		20
Item 6.	Exhibits. Exhibits		21

 

2

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

First America Resources Corporation

 

Financial Statements (Unaudited)

 

Three and Nine Months Ended March 31, 2019 and 2018

 

Contents

 

Balance Sheet		4
Statement of Operations		5
Statement of Changes in Stockholders’ Deficit for the nine months ended March 31, 2019		6
Statement of Changes in Stockholders’ Deficit for the nine months ended March 31, 2018		7
Statement of Cash Flows		8
Notes to Financial Statements		9

 

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FIRST AMERICA RESOURCES CORPORATION
BALANCE SHEET
(UNAUDITED)
		March 31,				June 30,
		2019				2018
ASSETS
Current assets:
Cash and cash equivalents		$	3,686			$	2,394
Total Current Assets			3,686				2,394
TOTAL ASSETS		$	3,686			$	2,394
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	100			$	200
Loan from officers			161,933				146,933
Total Current Liabilities			162,033				147,133
Total Liabilities			162,033				147,133
Stockholders' Deficit:
Common stock, $0.001 par value; 500,000,000 shares authorized; 7,964,090 shares issued and outstanding			7,964				7,964
Additonal paid-in capital			190,860				190,860
Accumulated deficit			(357,171	)			(343,563	)
Total stockholders' deficit			(158,347	)			(144,739	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	3,686			$	2,394

 

See accompanying notes to financial statements.

 

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED)
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2019				2018				2019				2018
Revenues		$	-			$	-			$	-			$	-
Cost of Goods Sold			-				-				-				-
Gross Profit			-				-				-				-
Operating Expenses:
Selling, general and administrative expenses			2,533				3,641				13,608				15,474
Total Operating Expenses			2,533				3,641				13,608				15,474
Operating Loss			(2,533	)			(3,641	)			(13,608	)			(15,474	)
Other income
Investment income			-				-				-				-
Total Other Income			-				-				-				-
Loss before income taxes			(2,533	)			(3,641	)			(13,608	)			(15,474	)
Income tax expense			-				-				-				-
Net Loss		$	(2,533	)		$	(3,641	)		$	(13,608	)		$	(15,474	)
Net Loss per Common Share- Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Shares Outstanding			7,964,090				7,964,090				7,964,090				7,964,090

 

See accompanying notes to financial statements.

 

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2019
(UNAUDITED)
										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, June 30, 2018			7,964,090			$	7,964			$	190,860			$	(343,563	)		$	(144,739	)
Net Loss			-				-				-				(8,550	)			(8,550	)
Balance, September 30, 2018			7,964,090				7,964				190,860				(352,113	)			(153,289	)
Net Loss			-				-				-				(2,525	)			(2,525	)
Balance, December 31, 2018			7,964,090				7,964				190,860				(354,638	)			(155,814	)
Net Loss			-				-				-				(2,533	)			(2,533	)
Balance, March 31, 2019			7,964,090			$	7,964			$	190,860			$	(357,171	)		$	(158,347	)
See accompanying notes to financial statements.

 

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2018
(UNAUDITED)
										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, June 30, 2017			7,964,090			$	7,964			$	190,860			$	(324,454	)		$	(125,630	)
Net Loss			-				-				-				(8,771	)			(8,771	)
Balance, September 30, 2017			7,964,090				7,964				190,860				(333,225	)			(134,401	)
Net Loss			-				-				-				(3,062	)			(3,062	)
Balance, December 31, 2017			7,964,090				7,964				190,860				(336,287	)			(137,463	)
Net Loss			-				-				-				(3,641	)			(3,641	)
Balance, March 31, 2018			7,964,090			$	7,964			$	190,860			$	(339,928	)		$	(141,104	)
See accompanying notes to financial statements.

 

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
		Nine Months Ended
		March 31,
		2019				2018
Operating Activities:
Net loss		$	(13,608	)		$	(15,474	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable			(100	)			(5,525	)
Net cash used in operating activities			(13,708	)			(20,999	)
Investing Activities:
Net cash used in investing activities			-				-
Financing Activities:
Loans from shareholders			15,000				17,000
Net cash provided by financing activities			15,000				17,000
Net decrease in cash and cash equivalents			1,292				(3,999	)
Cash and cash equivalents, beginning of period			2,394				6,928
Cash and cash equivalents, end of period		$	3,686			$	2,929
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	-			$	-
Taxes		$	-			$	-

 

See accompanying notes to financial statements.

 

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE A - BUSINESS DESCRIPTION

 

First America Resources Corporation (the “Company”) formerly known as Golden Oasis New Energy Group, Inc., was incorporated under the laws of Nevada on May 10, 2010 with registered address at 1955 Baring Blvd., Sparks, NV 89434. First America Resources Corporation has its mailing address at 1000 E. Armstrong Street, Morris IL 60450.

 

The Company was previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner’s lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.

 

On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice President, Secretary, and Director of the Company.

 

Going Concern and Plan of Operation

 

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not earned any profit from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

 

Basis of accounting

 

The financial statements reflect the assets, revenues and expenditures of the Company on the accrual basis of accounting.

 

The Company’s fiscal year end is June 30.

 

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2018 and notes thereto contained in our 10-K Annual Report.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.

 

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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, 2019 and June 30, 2018, there were $3,686 and $ 2,394 in cash and cash equivalents, respectively.

 

Stock-Based Compensation

 

The Company accounts for stock issued for services using the fair value method in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”. The measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

 

Basic and Diluted Net Loss per Common Share

 

The Company computes per share amounts in accordance with FASB ASC Topic 260, “Earnings per Share”. ASC 260 requires presentation of basic and diluted EPS.

 

Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the 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, 2019, the Company only issued one type of shares, i.e., common shares only. There are no other type of securities issued. Accordingly, the diluted and basic net loss per common share is the same.

 

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.

   

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

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 quarters ended at March 31, 2019 and 2018 and for the nine months ended March 31, 2019 and 2018.

 

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 quarters ended March 31, 2019 and 2018 and for the nine months ended March 31, 2019 and 2018, there was no Cost of Goods Sold recorded.

 

Operating Expenses

 

Operating expenses consist of selling, general and administrative expenses, mainly accounting and auditing fees, legal fees, SEC filing fees, and other professional fees.

 

For the quarters ended March 31, 2019 and 2018, the Company incurred $2,533 and $3,641 in operating expenses, respectively. For the nine months ended March 31, 2019 and 2018, the Company incurred $13,608 and $15,474 in operating expenses, respectively.

 

Operating Leases

 

After February 6, 2013, the Company moved to the new address located at 1000 E. Armstrong St., Morris, IL 60450. There was no lease signed between the Company and the property owner, Jian Li, who is also the majority shareholder of the Company.

 

Income Tax

 

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability basis relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and noncurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense.

 

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and were originally set to be effective for annual and interim periods beginning after December 15, 2016. On July 9, 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has adopted this ASU effective July 1, 2018 using the modified retrospective approach and this standard did not have a material impact on the Company’s Financial Statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing arrangements. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. The Company is assessing the impact of adoption of the ASU.

 

NOTE C - RELATED PARTY TRANSACTIONS

 

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

 

As of March 31, 2019 a total of 6,388,010 shares were issued to officers and directors. Please see the table below for details:

 

Name

Title

Share QTY

Date

% of Common Share

Jian Li

CEO & President

6,388,010

2/6/2013 & 11/27/2013

80.21%

__________ 

*The percentage of common shares was based on the total outstanding shares of 7,964,090 as of March 31, 2019.

 

Loans to Officer/Shareholder

 

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

 

On February 6, 2013, Mr. Keming Li sold his shares to Mr. Jian Li, and Mr. Jian Li became the loan holder for all the prior loans advanced by the former officer, Mr. Keming Li. As of March 31, 2013, the total loans from shareholder or officer was $25,787.

 

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE C - RELATED PARTY TRANSACTIONS (Continued)

 

Loans to Officer/Shareholder (Continued)

 

For the period of April 1, 2013 to June 30, 2017, the officer and director Jian Li additionally loaned $101,146 to the Company for continually operating of the business.

 

For the period of July 1, 2017 to June 30, 2018, the officer and director Jian Li additionally loaned $20,000 to the Company for continually operating of the business.

 

For the period of July 1, 2018 to March 31, 2019, the officer and director Jian Li additionally loaned $15,000 to the Company for continually operating of the business.

 

As of March 31, 2019, the total loan outstanding from officer and director Jian Li was $161,933.

 

NOTE D - SHAREHOLDERS’ EQUITY

 

Common Stock

 

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

 

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

 

As of March 31, 2019, there was a total of 7,964,090 shares issued and outstanding.

 

NOTE E - GOING CONCERN

 

The Company’s activities consist solely of corporate formation, raising capital and attempting to sell products to generate revenues.

 

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issue date of these financial statements.

 

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

 

As of March 31, 2019, the Company had no revenues, a working capital deficiency of $158,347 and an accumulated deficit of $357,171.

 

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. Management’s plans are to acquire First America Metal Corporation, a company owned primarily by Mr. Jian Li, or another operating company. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

 

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

 

 

NOTE F – INCOME TAXES

 

The Company has a net operating loss carried forward of $323,171 available to offset taxable income in future years which commence expiring in fiscal 2031.

 

The income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates) of 21% and 15% at March 31, 2019 and June 30, 2018, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

 

		Nine Months Ended
		March 31,
		2019				2018
Income tax recovery at statutory rate		$	2,858			$	3,250
Valuation allowance change		$	(2,858	)		$	(3,250	)
Provision for income taxes		$	-			$	-

 

The significant components of deferred income tax assets and liabilities at March 31, 2019 and June 30, 2018, respectively, are as follows:

 

Net operating loss carried forward		$	67,866			$	46,434
Valuation allowance		$	(67,866	)		$	(46,434	)
Net deferred income tax asset		$	-			$	-

 

The net operating loss was $323,171 and $309,563 at March 31, 2019 and June 30, 2018, respectively.

 

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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 offices at 1000 East Armstrong Street, Morris, IL 60450, and contact telephone number 815-941-9888.

 

The Corporation was originally known as Golden Oasis New Energy Group, Inc. when formed. The Corporation amended its Articles of Incorporation as follows: The Corporation changed its name from Golden Oasis New Energy Group, Inc. to First America Resources Corporation. The effective date of the amendment was when final approval from FINRA was received, which was August 26, 2014.

 

We were previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner’s lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.

 

On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder) of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the 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, or another operating company, depending upon completion of audit and preparation of required filing on Form 8-K, which we currently hope to complete in the next 12 months but may take longer than such currently anticipated dates.

 

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 one large exporter of scrap metal in the Midwest. First America Metal Corporation. is operating a business branch in Fort Worth, Texas since November 2014 and operating the Georgia branch since January 2016. Management anticipates that after acquisition we will be competitive in pricing of some or all of the following, depending upon market conditions which can change, even rapidly, from time-to-time: Copper, Brass, Stainless, Aluminum, High Temp Alloys, Zinc, Tin, Cobalt, Tungsten Alloys, and electronic material.

 

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Results of Operations

 

For the fiscal quarter ended March 31, 2019 vs. March 31, 2018:

 

Revenue

 

The Company had zero sales revenue for the fiscal quarters ended at March 31, 2019 and 2018.

 

Cost of Revenue

 

The Company had zero cost of goods sold for the fiscal quarters ended at March 31, 2019 and 2018.

 

Expenses

 

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

 

For the fiscal quarters ended March 31, 2019 and 2018, there were total of $2,533 and $3,641 operating expenses, respectively.

 

Detail is shown in the below table:

 

		Quarter Ended				Quarter Ended
		March 31,				March 31,
		2019				2018
Expense
Bank Service Charges		$	-			$	-
License & Registration			-				-
Professional Fees			2,533				3,641
Total Expense		$	2,533			$	3,641

 

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

 

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Income & Operation Taxes

 

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

 

We paid no income taxes in USA for the quarters ended March 31, 2019 and 2018 due to the net operation loss in USA.

 

Net Loss

 

We incurred net losses of $2,533 and $3,641 for the quarters ended March 31, 2019 and 2018, respectively.

 

For the nine months ended March 31, 2019 vs. March 31, 2018:

 

Revenues

 

The Company had zero sales revenue for the nine months ended at March 31, 2019 and 2018.

 

Cost of Goods Sold

 

The Company had zero cost of goods sold for the nine months ended at March 31, 2019 and 2018.

 

Expenses

 

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

 

For the nine months ended March 31, 2019 and 2018, there were total of $13,608 and $15,474 operating expenses, respectively.

 

Detail is shown in the below table:

 

		Nine Months Ended				Nine Months Ended
		March 31,				March 31,
		2019				2018
Expense
Bank Service Charges		$	-			$	-
License & Registration			-				-
Professional Fees			13,608				15,474
Total Expense		$	13,608			$	15,474

 

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Liquidity and Capital Resources

 

		At March 31,				At June 30,
		2019				2018
Current Ratio			0.02				0.02
Cash		$	3,686			$	2,394
Working Capital		$	(158,347	)		$	(144,739	)
Total Assets		$	3,686			$	2,394
Total Liabilities		$	162,033			$	147,133
Total Equity		$	(158,347	)		$	(144,739	)
Total Debt/Equity			-1.02				-1.02

 

Current Ratio = Current Asset / Current Liabilities

Working Capital = Current asset - Current Liabilities Total Debt / Equity = Total Loans from Officers / Total Shareholders’ Equity

 

The Company had cash and cash equivalents of $3,686 at March 31, 2019 and negative working capital of $158,347. There were total liabilities of $162,033 at March 31, 2019. The Company had cash and cash equivalents of $ 2,394 at June 30, 2018 and negative working capital of $144,739. There were total liabilities of $147,133 at June 30, 2018.

 

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. These costs are estimated to be less than $50,000 annually until we close our potential acquisition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

 

At March 31, 2019, we owe Mr. Li an aggregate of $161,933 on these loans, which are oral and bear no interest, due upon demand.

 

After our potential acquisition, we may still need to secure additional debt or equity funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described above.

 

Our lack of revenues and cash raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

 

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.

 

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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, 2019 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, 2019, 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.

 

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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, 2019.

 

(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 13, 2019		/s/ Jian Li

 

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

 

SIGNATURE		NAME		TITLE		DATE
/s/ Jian Li		Jian Li		Principal Executive Officer,		May 13, 2019
				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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