UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ¨ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2015
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
(Title of class)
___________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | | |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, which is December 31, 2014: $717,100
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes x No ¨
The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 7,964,090 shares as of June 30, 2015.
TABLE OF CONTENTS
| PART I |
| | | | |
| Item 1. | Description of Business | | | 4 | |
| | | | | |
| Item 2. | Description of Property | | | 5 | |
| | | | | |
| Item 3. | Legal Proceedings | | | 5 | |
| | | | | |
| Item 4. | Mine Safety Disclosures | | | 5 | |
| | | | | |
| PART II |
| | | | | |
| Item 5. | Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities | | | 6 | |
| | | | | |
| Item 6. | Selected Consolidated Financial Data | | | 7 | |
| | | | | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | | | 7 | |
| | | | | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | | 10 | |
| | | | | |
| Item 8. | Financial Statements | | | 10 | |
| | | | | |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosures | | | 11 | |
| | | | | |
| Item 9A. | Controls and Procedures | | | 11 | |
| | | | | |
| Item 9B. | Other Information | | | 12 | |
| | | | | |
| PART III |
| | | | | |
| Item 10. | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act | | | 13 | |
| | | | | |
| Item 11. | Executive Compensation | | | 14 | |
| | | | | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | 16 | |
| | | | | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | | | 17 | |
| | | | | |
| Item 14. | Principal Accountant Fees and Services | | | 17 | |
| | | | | |
| Item 15. | Exhibits | | | 19 | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that First America Resources Corporation (hereinafter referred to as “we,” “us,” “our,” “our Company” or “First America Resources Corporation”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.
Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.
The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.
PART I
Item 1. Description of Business
General
Organization and Current Status/Contemplated Acquisition
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.
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.
Our Employees
Our only employees are our management. We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.
Additional Information
We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.
Item 2. Description of Property
Our business office address is at 1000 East Armstrong Street, Morris, IL 60450. Space is being provided at no charge by First America Metal Corporation.
The property is adequate for our current needs. We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
Item 3. Legal Proceedings
We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Trading History
Our common stock is quoted on the Over-The-Counter Markets under the symbol “FSTJ.”
Bid Information*
| Financial Quarter Ended | | High Bid | | | Low Bid | |
| | | | | | | |
| June 30, 2015 | | $ | .51 | | | $ | .30 | |
| March 31, 2015 | | $ | .51 | | | $ | .30 | |
| December 31, 2014 | | $ | .51 | | | $ | .30 | |
| September 30, 2014 | | $ | .51 | | | $ | .30 | |
| June 30, 2014 | | $ | 1.00 | | | $ | .30 | |
| March 31, 2014 | | $ | 1.00 | | | $ | .30 | |
| December 31, 2013 | | $ | .55 | | | $ | .30 | |
| September 30, 2013 | | $ | .55 | | | $ | .30 | |
___________
* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| · | we would not be able to pay our debts as they become due in the usual course of business; or |
| · | our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation. |
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Item 6. Selected Consolidated Financial Data
Not required.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results 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-K.
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.
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 year ended June 30, 2015 vs. June 30, 2014:
Revenue
The Company had zero sales revenue for the fiscal years ended at June 30, 2015 and 2014 respectively.
Cost of Revenue
For the fiscal years ended June 30, 2015 and 2014, there’s no Cost of Goods Sold were recorded respectively.
Expense
Our expenses consist of selling, general and administrative expenses as follows:
For the fiscal year ended June 30, 2015 and 2014, there were total of $43,760 and $66,492 operating expenses.
For the cumulative period from May 10, 2010 to June 30, 2015, there were total of $263,941 operating expenses. Detail is shown in the below table:
| | | | | | | | | Cumulative from | |
| | | Year Ended | | | Year Ended | | | May 10, 2010 (Date of Inception) | |
| | | June 30 | | | June 30 | | | Through | |
| | | 2015 | | | 2014 | | | June 30, 2015 | |
| Expense | | | | | | | | | |
| Advertising and Promotion | | | - | | | | - | | | | 100 | |
| Automobile expense | | | - | | | | - | | | | 7 | |
| Bank Service Charges | | | 229 | | | | 243 | | | | 1,162 | |
| Computer and Internet Expense | | | - | | | | - | | | | 971 | |
| Garbage Expense | | | - | | | | - | | | | 1,044 | |
| License & Registration | | | - | | | | 1,099 | | | | 2,979 | |
| Meals and Entertainment | | | - | | | | 65 | | | | 65 | |
| Office Supplies | | | - | | | | 79 | | | | 79 | |
| Postage and Delivery | | | - | | | | 100 | | | | 591 | |
| Professional Fees | | | 43,531 | | | | 64,905 | | | | 230,631 | |
| Rent Expenses | | | - | | | | - | | | | 20,884 | |
| Sales Tax Expenses | | | - | | | | - | | | | 94 | |
| Utilities | | | - | | | | - | | | | 3,500 | |
| Website Expense | | | - | | | | - | | | | 1,834 | |
| Total Expense | | $ | 43,760 | | | $ | 66,492 | | | $ | 263,941 | |
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the fiscal year period ended June 30, 2015 and 2014 respectively due to the net operation loss in USA.
Net Loss
We incurred net losses of $43,760 and $66,492 for the fiscal year period ended June 30, 2015 and 2014, and $256,930 for the cumulative period of May 10, 2010 to June 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 June 30 | | | At June 30 | |
| | | 2015 | | | 2014 | |
| | | | | | | |
| Current Ratio | | | 0.16 | | | | 0.56 | |
| Cash | | $ | 1,181 | | | $ | 30,941 | |
| Working Capital | | $ | (6,019 | ) | | $ | 1,442 | |
| Total Assets | | $ | 1,181 | | | $ | 30,942 | |
| Total Liabilities | | $ | 62,287 | | | $ | 55,287 | |
| | | | | | | | | |
| Total Equity | | $ | (61,106 | ) | | $ | (24,346 | ) |
| | | | | | | | | |
| Total Debt/Equity | | | -1.02 | | | | -2.27 | |
| 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 $1,181 at June 30, 2015 and negative working capital of $6,019. There were total liabilities of $62,287 at June 30, 2015.The Company had cash and cash equivalents of $30,941 at June 30, 2014 and working capital of $ 1,442. There were total liabilities of $55,287 at June 30, 2014.
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 yearly 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 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 8. Financial Statements
First America Resources Corporation
Audited Financial Statements
As of June 30, 2015 and 2014
Table of Contents
| Independent Auditor’s Report on the Financial Statements | | | F-2 | |
| | | | | |
| Balance Sheet | | | F-3 | |
| | | | | |
| Statement of Loss | | | F-4 | |
| | | | | |
| Shareholders’ Equity | | | F-5 | |
| | | | | |
| Cash Flows | | | F-6 | |
| | | | | |
| Notes to Financial Statements | | | F-7 | |
Independent Registered Public Accounting Firm’s Auditor’s Report on the Consolidated Financial Statements
Board of Directors and Shareholders of First America Resources Corporation
We have audited the accompanying balance sheets of First America Resources Corporation formerly Golden Oasis New Energy Group Inc as of June 30, 2015 and 2014, and the related statements of income, shareholders’ equity, and cash flows for the year ended June 30, 2015, June 30, 2014, and the cumulative period May 10, 2010 (date of inception) through June 30, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First America Resources Corporation. as of June 30, 2015 and 2014, and the results of its operations, shareholders’ equity, and their cash flows for the year ended June 30, 2015, June 30, 2014, and the cumulative period from May 10, 2010 (date of inception) through June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note E Going Concern, 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 operation.
/s/ Enterprise CPAs, Ltd.
Enterprise CPAs, Ltd.
Chicago, IL 60616
September 29, 2015
| FIRST AMERICA RESOURCES CORPORATION |
| (A Development Stage Enterprise) |
| BALANCE SHEET |
| | | June 30 | | | June 30 | |
| | | 2015 | | | 2014 | |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 1,181 | | | $ | 30,941 | |
| Inventory | | | - | | | | - | |
| Total Current Assets | | $ | 1,181 | | | $ | 30,941 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 1,181 | | | $ | 30,941 | |
| | | | | | | | | |
| LIABILITIES & EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Account payable | | $ | 200 | | | $ | 200 | |
| Loan from shareholders/ officers | | | 7,000 | | | | 29,300 | |
| Total current liabilities | | $ | 7,200 | | | $ | 29,500 | |
| | | | | | | | | |
| Other liabilities: | | | | | | | | |
| Loan from officers | | | 55,087 | | | | 25,787 | |
| Total other liabilities | | $ | 55,087 | | | $ | 25,787 | |
| | | | | | | | | |
| Total liabilities | | $ | 62,287 | | | $ | 55,287 | |
| | | | | | | | | |
| Stockholders' Equity: | | | | | | | | |
| Common stock, $0.001 par value; | | | | | | | | |
| 500,000,000 shares authorized; | | | | | | | | |
| 7,964,090 shares issued and outstanding. | | $ | 7,965 | | | $ | 7,825 | |
| Paid-in capital | | | 190,859 | | | | 183,999 | |
| Deficit accumulated during the development stage | | | (260,029 | ) | | | (216,170 | ) |
| | | | | | | | | |
| Total stockholders' equity | | $ | (61,106 | ) | | $ | (24,346 | ) |
| TOTAL LIABILITIES & EQUITY | | $ | 1,181 | | | $ | 30,941 | |
| FIRST AMERICA RESOURCES CORPORATION |
| (A Development Stage Enterprise) |
| STATEMENT OF LOSS |
| | | | | | | | | Cumulative from | |
| | | Year Ended | | | Year Ended | | | May 10, 2010 (Date of Inception) | |
| | | June 30 | | | June 30 | | | Through | |
| | | 2015 | | | 2014 | | | June 30, 2015 | |
| | | (Audited) | | | (Audited) | | | (Audited) | |
| | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | 14,059 | |
| Cost of Goods Sold | | $ | - | | | $ | - | | | $ | 10,131 | |
| Gross Profit | | $ | - | | | $ | - | | | $ | 3,928 | |
| Operating expenses: | | | | | | | | | | | | |
| Research and development | | $ | - | | | $ | - | | | $ | - | |
| Selling, general and administrative expenses | | $ | 43,760 | | | $ | 66,492 | | | $ | 263,941 | |
| Depreciation and amortization expenses | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Total Operating Expenses | | $ | 43,760 | | | $ | 66,492 | | | $ | 263,941 | |
| | | | | | | | | | | | | |
| Operating Loss | | $ | (43,760 | ) | | $ | (66,492 | ) | | $ | (260,013 | ) |
| | | | | | | | | | | | | |
| Investment income, net | | $ | - | | | $ | - | | | $ | 83 | |
| Interest Expense, net | | $ | - | | | $ | - | | | $ | - | |
| Loss before income taxes | | $ | (43,760 | ) | | $ | (66,492 | ) | | $ | (259,930 | ) |
| Loss tax expense | | $ | - | | | $ | - | | | $ | - | |
| Net loss | | $ | (43,760 | ) | | $ | (66,492 | ) | | $ | (259,930 | ) |
| | | | | | | | | | | | | |
| Net loss per common share- Basics | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.03 | ) |
| Net loss per common share- Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | |
| Other comprehensive loss, net of tax: | | $ | - | | | $ | - | | | $ | - | |
| Comprehensive income (loss) | | $ | (43,760 | ) | | $ | (66,492 | ) | | $ | (259,930 | ) |
| FIRST AMERICA RESOURCES CORPORATION |
| (A Development Stage Enterprise) |
| STATEMENT OF STOCKHOLDERS EQUITY |
| The Period May 10, 2010 ( Date of Inception) through June 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 services @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 | ) |
| FIRST AMERICA RESOURCES CORPORATION |
| (A Development Stage Enterprise) |
| STATEMENT OF CASH FLOWS |
| | | | | | | | | Cumulative from | |
| | | Year Ended | | | Year Ended | | | May 10, 2010 (Date of Inception) | |
| | | June 30 | | | June 30 | | | Through | |
| | | 2015 | | | 2014 | | | June 30, 2015 | |
| | | (Audited) | | | (Audited) | | | (Audited) | |
| Operating Activities: | | | | | | | | | |
| Net loss | | $ | (43,760 | ) | | $ | (66,492 | ) | | $ | (259,930 | ) |
| | | | | | | | | | | | | |
| Adjustments to reconcile net income to net cash provided by Operating activities: | | | | | | | | | | | | |
| Non-cash portion of share based legal fee expense | | | 7,000 | | | | 12,000 | | | | 34,000 | |
| Account Payable | | | - | | | | 200 | | | | 200 | |
| Sales Tax Payable | | | - | | | | - | | | | - | |
| Net cash provided by operating activities | | $ | (36,760 | ) | | $ | (54,292 | ) | | $ | (225,730 | ) |
| | | | | | | | | | | | | |
| Investing Activities: | | | | | | | | | | | | |
| Net cash provided by investing activities | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Financing Activities: | | | | | | | | | | | | |
| Loan from shareholders | | $ | 7,000 | | | $ | 24,300 | | | $ | 62,087 | |
| Proceeds from issuance of common stock | | | - | | | | 60,550 | | | | 164,824 | |
| Net cash provided by financing activities | | $ | 7,000 | | | $ | 84,850 | | | $ | 226,911 | |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | $ | (29,760 | ) | | $ | 30,558 | | | $ | 1,181 | |
| Cash and cash equivalents at beginning of the period | | $ | 30,941 | | | $ | 383 | | | $ | - | |
| Cash and cash equivalents at end of the period | | $ | 1,181 | | | $ | 30,941 | | | $ | 1,181 | |
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.
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 June 30, 2015 and June 30, 2014, there were $1,181 and $30,941 cash and cash equivalents respectively.
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 June 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 June 30, 2015, the Company had Zero inventory.
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 June 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.
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. |
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 year ended at June 30, 2015 and 2014 respectively.
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 year ended June 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 year ended June 30, 2015 and 2014, the Company incurred $43,760 and $66,492 operating expenses respectively, and $263,941 of operation expenses incurred for the period of May 10,2010 date of inception to June 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 year ended June 30, 2015 and 2014, the Company incurred $ 43,531 and $ 64,905 respectively, and $ 230,631 of professional fees expense incurred for the period of May 10, 2010 date of inception to June 30,2015.
Detail was showed in the below table.
| | | | | | | | | Cumulative from | |
| | | Year Ended | | | Year Ended | | | May 10, 2010 (Date of Inception) | |
| | | June 30 | | | June 30 | | | Through | |
| | | 2015 | | | 2014 | | | June 30, 2015 | |
| Professional Fees | | | | | | | | | |
| Accounting & Auditing Fees | | $ | 15,000 | | | $ | 15,000 | | | $ | 66,000 | |
| Consulting fee | | $ | 5,000 | | | $ | 3,000 | | | $ | 18,526 | |
| Legal expenses | | $ | 6,000 | | | $ | 42,000 | | | $ | 102,099 | |
| SEC filling fees | | $ | 2,831 | | | $ | 1,642 | | | $ | 12,745 | |
| Professional Fees - Other | | $ | 14,700 | | | $ | 3,263 | | | $ | 31,260 | |
| Total Professional Fees | | $ | 43,531 | | | $ | 64,905 | | | $ | 230,631 | |
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:
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.
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 June 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 | |
| | | | | | | | | | | |
| Jian Li | | CEO & President | | | 6,388,010 | | | 2/6/2013 & 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 June 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 January 1, 2015 to June 30, 2015, the officer and shareholder Jian Li additionally loaned $7,000 to the Company for continually operating of the business.
Therefore, there’s total of $62,087 outstanding loan from officer and director, Jian Li as of June 30, 2015.
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
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 $ 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.
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.
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE D – SHAREHOLDERS’ EQUITY (Continued)
Common Stock (Continued)
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 June 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 June 30, 2015 the cash and cash equivalent balance was $1,181 and there is cumulative loss of $259,930 for the cumulative period from May 10, 2010 (Date of Inception) to June 30, 2015.
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.
Exhibit A
| | | | | | | | | Cumulative from | |
| | | Year Ended | | | Year Ended | | | May 10, 2010 (Date of Inception) | |
| | | June 30 | | | June 30 | | | Through | |
| | | 2015 | | | 2014 | | | June 30, 2015 | |
| Expense | | | | | | | | | |
| Advertising and Promotion | | | - | | | | - | | | | 100 | |
| Automobile expense | | | - | | | | - | | | | 7 | |
| Bank Service Charges | | | 229 | | | | 243 | | | | 1,162 | |
| Computer and Internet Expense | | | - | | | | - | | | | 971 | |
| Garbage Expense | | | - | | | | - | | | | 1,044 | |
| License & Registration | | | - | | | | 1,099 | | | | 2,979 | |
| Meals and Entertainment | | | - | | | | 65 | | | | 65 | |
| Office Supplies | | | - | | | | 79 | | | | 79 | |
| Postage and Delivery | | | - | | | | 100 | | | | 591 | |
| Professional Fees | | | 43,531 | | | | 64,905 | | | | 230,631 | |
| Rent Expenses | | | - | | | | - | | | | 20,884 | |
| Sales Tax Expenses | | | - | | | | - | | | | 94 | |
| Utilities | | | - | | | | - | | | | 3,500 | |
| Website Expense | | | - | | | | - | | | | 1,834 | |
| Total Expense | | $ | 43,760 | | | $ | 66,492 | | | $ | 263,941 | |
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer/Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2015. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer has concluded that, as of June 30, 2015, the Company’s disclosure controls and procedures were not effective. This conclusion by the Company’s Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after June 30, 2015.
Management’s Report on Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2015 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on its evaluation as of June 30, 2015, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2015. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the following:
1. Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.
2. Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function.
In order to mitigate these material weaknesses to the fullest extent possible, the Company continues to study the implementation of additional internal controls over accounting and financial reporting.
This annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2015, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
Directors and Officers
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:
| Name | | Age | | Position |
| | | | |
| Jian Li | | 56 | | Chairman, CEO and CFO |
| | | | | |
| Tzongshyan George Sheu | | 58 | | Vice President/Secretary/Director |
Information concerning Mr. Jian Li is as follows: Mr. Li has been Chairman, CEO and CFO or our Company since February 6, 2013. From February 2002 to date he has been President/Owner of First America Metal Corporation, a company in the Recycling Industry. He has a B.S. – Engineering in 1982 from Zhejiang Industrial University, China. As a member of the board, Mr. Li contributes significant industry-specific experience and expertise on our products and services as well as significant management experience. He has had had experience in the recycling business for more than 20 years.
Information concerning Mr. Tzongshyan George Sheu is as follows: Tzongshyan George Sheu has been our our Vice President/Secretary/Director since February 6, 2013. From April 2010 to date he has been Vice President of First America Metal Corporation a recycling corporation we intend to acquire. From May 2008 to April 2010, he was Owner/President of Golden Time Gift Shop, Inc. He holds Health/Life/Property Insurance License. He received MS – Computer Science (Applied Math), 6/1982, University of Maryland. Mr. Sheu had a Chapter 7 personal bankruptcy, Northern District of Illinois, Case No. 10-57175, discharged on August 16, 2011. Mr. Sheu has been in the industry of the business we intend to acquire for more than 4 years as a senior executive and brings to the board his extensive knowledge of the business we intend to acquire and the industry that business is in.
Legal Proceedings
Except as set forth above, no officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
| | · | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, |
| | | |
| | · | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), |
| | | |
| | · | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, |
| | · | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| | | |
| | · | Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity. |
| | | |
| | · | Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. |
| | | |
| | · | Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity. |
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.
Section 16(a) Beneficial Ownership Reporting Compliance
We are not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest two fiscal years ended June 30, 2015, and June 30, 2014.
| Name and principal position | | Year | | Salary | | | Bonus | | | Stock Awards | | | Option awards | | | Nonequity incentive plan compensation | | | Nonqualified deferred compensation earnings | | | All other compensation | | | Total | |
| | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| Jian Li – | | 2014 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| CEO/CFO | | 2015 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzongshyan George | | 2014 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Sheu/Vice President/ | | 2015 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We have not paid any compensation to our two executive officers and we have no agreements or understandings, written or oral, to pay them compensation.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of fiscal year ended June 30, 2015.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END JUNE 30, 2015
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jian Li | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzongshyan George Sheu | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our Board of Directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors.
As of the date of this report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer’s employment with our company, from a change in control of our company or a change in such officer’s responsibilities following a change in control.
Board of Directors
Director Compensation for fiscal year ended June 30, 2015
| Name | | Fees earned or paid in cash ($) | | | Stock awards ($) | | | Option awards ($) | | | Non-equity incentive plan compensation ($) | | | Nonqualified deferred compensation earnings ($) | | | All other compensation ($) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Jian Li | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzongshyan George Sheu | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 1000 East Armstrong Street, Morris, IL 60450.
| Name | | Number of Shares of Common stock | | | Percentage | |
| | | | | | | |
| Jian Li | | | 6,388,010 | | | | 80.21 | % |
| Tzongshyan Sheu | | | 200,000 | | | | 2.51 | % |
| All executive officers and directors as a group [2 persons] | | | 6,588,010 | | | | 82.72 | % |
This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 7,964,090 shares of common stock outstanding as of June 30, 2015.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Loans from 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 January 1, 2015 to June 30, 2015, the officer and shareholder Jian Li additionally loaned $7,000 to the Company for continually operating of the business.
Therefore, there’s total of $62,087 outstanding loan from officer and director, Jian Li as of June 30, 2015.
Director Independence
Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Item 14. Principal Accountant Fees and Services
Enterprise CPA was our independent auditors for the fiscal years ended June 30, 2015 and 2013.
The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2014 and 2015.
| | | 2014 | | | 2015 | |
| | | | | | | |
| Audit Fees | | $ | 15,000 | | | $ | 15,000 | |
| Audit-Related Fees | | | - | | | | - | |
| Tax Fees | | | - | | | | - | |
| All Other Fees | | | - | | | | - | |
| Total | | $ | 15,000 | | | $ | 15,000 | |
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.
Item 15. 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-OXLEY ACT 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.
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 | | September 29, 2015 | | /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, Principal Financial | | September 29, 2015 |
| | | | Officer and Principal Accounting Officer and Director | | |
| | | | | | | |
| /s/ Tzongshyan George Sheu | | Tzongshyan George Sheu | | Vice President/Secretary and Director | | September 29, 2015 |
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-OXLEY ACT 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.
21
EXHIBIT 31.1
CERTIFICATION
I, Jian Li, certify that:
| 1. | I have reviewed this report on Form 10-K 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: September 29, 2015 | By: | /s/ Jian Li | |
| | Jian Li | |
| | | Principal Executive Officer and Principal 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 Annual Report on Form 10-K for the year ended June 30, 2015 of 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: September 29, 2015 | By: | /s/ Jian Li | |
| | Jian Li | |
| | | Principal Executive Officer and Principal 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.
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