UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from _________ to _________

First America Resources Corporation

(Name of small registrant as specified in its charter)

Nevada

5065

27-2563052

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS I.D.)

1000 East Armstrong Street

Morris, IL

60450

(Address of principal executive offices)

(Zip Code)

SEC File No. 333-175482

Issuer’s telephone number: 815-941-9888

N/A

(Former name, former address and former three months, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of September 30, 2024, there were 7,964,090 shares issued and outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis or Plan of Operation.	3

Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	8

Item 4.	Controls and Procedures.	8

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	9

Item 3.	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures.	9

Item 5.	Other Information.	9

Item 6.	Exhibits. Exhibits	10

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

First America Resources Corporation

Financial Statements (Unaudited)

Contents

Balance Sheet- September 30, 2024 (unaudited) and June 30, 2024 (audited)		F-2

Statement of Operations- Three Months Ended September 30, 2024 and September 30, 2023		F-3

Statement of Changes in Stockholders’ Deficit- Three Months Ended September 30, 2024 and September 30, 2023		F-4

Statement of Cash Flows- Three Months Ended September 30, 2024and 2023		F-5

Notes to Unaudited Financial Statements		F-6

F-1

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FIRST AMERICA RESOURCES CORPORATION

BALANCE SHEET

	September 30,			June 30,
	2024 Unaudited			2024 Audited
ASSETS
Current assets:
Cash and cash equivalents	$	34,207		$	34,807
Prepaid Expense		25,000			25,000
Total Current Assets		59,207			59,807

TOTAL ASSETS	$	59,207		$	59,807

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	4,162		$	3,512
Loan from officers		228,933			228,933
Total Current Liabilities		233,095			232,445

Total Liabilities		233,095			232,445

Stockholders' Deficit:
Common stock, $0.001 par value; 500,000,000 shares authorized; 7,964,090 shares issued and outstanding		7,964			7,964
Additional paid-in capital		291,360			291,360
Accumulated deficit		(473,212	)		(471,962	)
Total stockholders' deficit		(173,888	)		(172,638	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	59,207		$	59,807

See accompanying notes to financial statements.

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FIRST AMERICA RESOURCES CORPORATION

STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	September 30,
	2024			2023

Revenues	$	-		$	3,920
Cost of Goods Sold					13,369
Gross Profit					(9,449	)

Operating Expenses:
Selling, general and administrative expenses		1,250			4,217
Total Operating Expenses		1,250			4,217

Operating Loss		(1,250	)		(13,666	)

Other income
Investment income		-			-
Total Other Income		-			-

Loss before income taxes		(1,250	)		(13,666	)

Income tax expense		-			-

Net Loss	$	(1,250	)	$	(13,666	)

Net Loss per Common Share- Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Shares Outstanding		7,964,090			7,964,090

See accompanying notes to financial statements.

F-3

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FIRST AMERICA RESOURCES CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2024		7,964,090	$	7,964	$	291,360	$	(471,962	)	$	(172,638	)

Net Loss		-		-		-		(1,250	)		(1,250	)

Balance, September 30, 2024		7,964,090		7,964		291,360		(473,212	)		(173,888	)

Balance, June 30, 2023		7,964,090		7,964		291,360		(431,131	)	$	(131,807	)

Net Loss		-		-		-		(13,666	)		(13,666	)

Balance, September 30, 2023		7,964,090	$	7,964	$	291,360	$	(444,797	)	$	(145,473	)

See accompanying notes to financial statements.

F-4

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FIRST AMERICA RESOURCES CORPORATION

STATEMENT OF CASH FLOWS

	Three Months Ended
	September 30,
	2024 Unaudited			2023 Unaudited

Operating Activities:
Net loss	$	(1,250	)	$	(13,666	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts receivable	$	0			(3,920	)
(Increase) decrease in Prepaid Items
Increase (decrease) in accounts payable		650			3,412
Net cash used in operating activities		(600	)		(14,174	)

Investing Activities:
Net cash used in investing activities		-			-

Financing Activities:
Additional Paid in Capital
Loans from shareholders		-
Net cash provided by financing activities		-

Net increase (decrease) in cash and cash equivalents		(600	)		(14,174	)
Cash and cash equivalents, beginning of period		34,807			97,226
Cash and cash equivalents, end of period	$	34,207		$	83,052

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

See accompanying notes to financial statements.

F-5

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE A - BUSINESS DESCRIPTION

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

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

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

Real Estate

It is the owner’s intention to roll in existing property(s) to be used as capital contributions for the purposes of supporting real estate sales and purchases if support of the Investment Goals stated above.

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

600 Wissahickon Ave, Cedartown GA

	☐	Description: Tract 1 -1.425 Acres, Tract 2 – 2.554 Acres and 72,000SF facility, Tract 3 – 2.724 Acres and 28,000 SF facility totaling 6.703 acres and 100,000 SF industrial facility located in the 2^nd District, 4^th Section of the City of Cedartown, Polk County, Georgia.
	☐	Status: Unoccupied, for rent.
	☐	Anticipated Mortgage: Owned Outright
	☐	Owner: Value Trade, LLC
	☐	Current Value: $250,000
	☐	Current Mortgage Debt: Zero

We are refocusing our intention initially on acquiring similar properties. However, our ability to do so will depend upon our ability to secure additional equity financing and, if necessary or appropriate, mortgage financing on these properties. We will not acquire any property unless we believe the property will generate sufficient cash flow to cover all operating costs, including mortgage payments.

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, 2024 and notes thereto contained in our 10-K Annual Report.

Use of Estimates

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

F-6

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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. The Company has no Cash Equivalents as of September 30, 2024.

Stock-Based Compensation

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

Basic and Diluted Net Loss per Common Share

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

Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the periods. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

As of September 30, 2024, the Company only issued one type of shares, i.e., common shares only. There is no other type of securities issued. Accordingly, the diluted and basic net loss per common share is the same.

Revenue Recognition

Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Cost of Goods Sold

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

For the quarter ended September 30, there was $0 in 2024 and $13,369 in 2023 in Cost of Goods Sold.

F-7

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Expenses

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

Operating Leases

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

Income Tax

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

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing arrangements. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. The Company adopted this ASU effective July 1, 2019. Adoption of this ASU did not have a material impact on the Company’s financial statements.

F-8

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE C - RELATED PARTY TRANSACTIONS

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

As of September 30, 2024, 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 September 30, 2024.

Loans From Officer/Shareholder

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

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

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

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

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

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

As of September 30, 2024, the total loan outstanding to officer and director Jian Li, and to companies controlled by Jian Li is $228,933.

NOTE D - SHAREHOLDERS’ EQUITY

Common Stock

Under the Company’s Articles of Incorporation dated May 10, 2010, the Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0.001. On May 10, 2010, the Company was incorporated in the State of Nevada. As of September 30, 2024, there was a total of 7,964,090 shares issued and outstanding.

F-9

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE E - GOING CONCERN

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

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

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

As of September 30, 2024, the Company had $0 in revenues, a working capital deficiency of $173,888 and an accumulated deficit of $473,212. And as of June 30, 2024, a working capital deficiency of $172,638, and an accumulated deficit of $471,962.

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

NOTE F - INCOME TAXES

The Company has a net operating loss carried forward of $473,022 available to offset taxable income in future years which commence expiring in fiscal 2030.

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

	Three Months Ended
	September 30,
Deferred Tax	2024			2023
Income tax recovery at statutory rate	$	263		$	2,870
Valuation allowance change	$	(263	)	$	(2,870	)
Provision for income taxes	$	-		$	-

The significant components of deferred income tax assets and liabilities as at September 30, 2024 and 2023, respectively, are as follows:

Net operating loss carried forward	$	99,335		$	93,401
Valuation Allowance	$	(99,335	)	$	(93,401	)
Net deferred income tax asset	$	0		$	0

Note: The Net Operating Loss Carryforward was adjusted to agree to the NOL on the tax return. The NOL for the last fiscal year previously was an estimate based on the book P&L.

NOTE G – SUBSEQUENT EVENTS

The Company has evaluated subsequent events up to the date on which the financial statements are issued. The Company’s evaluation noted no subsequent events that require adjustment to, or disclosure in, these financial statements.

F-10

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

In connection with this change of control, we discontinued our current business. It is anticipated we will acquire FAMCe (formerly known as First America Metal Corporation), a business owned primarily by Mr. Jian Li, or another operating company, depending upon completion of audit and preparation of required filing on Form 8-K, which we currently hope to complete in the next 12 months but may take longer than such currently anticipated dates.

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

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600 Wissahickon Ave, Cedartown GA

	☐	Description: Tract 1 -1.425 Acres, Tract 2 – 2.554 Acres and 72,000SF facility, Tract 3 – 2.724 Acres and 28,000 SF facility totaling 6.703 acres and 100,000 SF industrial facility located in the 2^nd District, 4^th Section of the City of Cedartown, Polk County, Georgia.
	☐	Status: Unoccupied, for rent.
	☐	Anticipated Mortgage: Owned Outright
	☐	Owner: Value Trade, LLC
	☐	Current Value: $250,000
	☐	Current Mortgage Debt: Zero

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

We also note that the Company is really an extension of the many years of operational history of management, as disclosed in the registration statement as follows: Our president, Jian Li, has significant real estate experience, primarily involving construction and management of various kinds of properties, specifically industrial properties of various type in multiple states. In managing properties, he oversaw purchases, approving leases, maintaining communication with villages or cities to be in compliance with all ordinances. He handled tenant complaints, interviewed perspective tenants, handled roofing issues, plumbing issues, and door issues by hiring outsourced labor. He also handled all accounting issues including maintenance of books and negotiated with banks on loans.

Results of Operations

For the fiscal quarter ended September 30, 2024, and 2023:

Revenue

The Company sales revenue for the fiscal quarters ended September 30, 2024, and 2023 was $0 and $3,920 respectively.

Cost of Revenue

The Company cost of goods sold for the fiscal quarters ended September 30, 2024, and 2023 was $0 and $13,369 respectively

Expenses

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

For the fiscal quarters ended September 30, 2024, and 2023, there were total of $1,250 and $4,217 operating expenses, respectively.

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Detail is shown in the below table:

	Quarter Ended		Quarter Ended
	September 30,		September 30,
	2024		2023
Expense
Bank Service Charges	$	100	$	97
License & Registration		-		-
Professional Fees		1,150		4,120

Total Expense	$	1,250	$	4,217

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 the USA for the quarters ended September 30, 2024, and 2023 due to the net operation loss in USA.

Net Loss

We incurred net losses of $1,250 and $13,666 for the quarters ended September 30, 2024, and 2023, respectively.

Liquidity and Capital Resources

	At September 30, 2024			At June 30, 2024

Current Ratio		.25			0.26
Cash	$	34,207		$	34,807
Working Capital	$	(173,888	)	$	(172,638	)
Total Assets	$	59,207		$	59,807
Total Liabilities	$	233,095		$	232,445

Total Equity	$	(173,888	)	$	(172,638	)

Total Debt/Equity		-1.32			-1.33

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

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The Company had cash and cash equivalents of $34,207 on September 30, 2024, and negative working capital of $173,888. There were total liabilities of $233,095 on September 30, 2024. The Company had cash and cash equivalents of $34,807 on June 30, 2024, and negative working capital of $172,638. There were total liabilities of $232,445 on June 30, 2024.

Until we generate operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, will be funded by Jian Li, our President and Director. Mr. Li is not obligated to pay these costs and any costs advanced will be treated as a demand loan with to be agreed interest. These costs are estimated to be less than $50,000 annually until we close our potential acquisition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over-the-counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over-the-counter bulletin board. Further, if we fail to meet these obligations and consequently, 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 September 30, 2024, we owe Mr. Li an aggregate of $228,933 on these loans, which are oral and bear no interest, due upon demand.

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

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

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

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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 September 30, 2024 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at September 30, 2024, 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, 2024.

(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 Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.**

101.INS		Inline XBRL Instance Document**

101.SCH		Inline XBRL Taxonomy Extension Schema Document**

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_____________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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	November 21, 2024	/s/ Jian Li

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

SIGNATURE	NAME	TITLE	DATE

/s/ Jian Li	Jian Li	Principal Executive Officer,	November 21, 2024
		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 Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.**

101.INS		Inline XBRL Instance Document**

101.SCH		Inline XBRL Taxonomy Extension Schema Document**

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

____________

First America Resources Corp 10-Q