First America Resources Corp Amends 10-K to Correct Shell Company Status

TL;DR

<b>First America Resources Corp amends its 2023 10-K to correct its shell company status and confirm it is a small reporting company.</b>

AI Summary

First America Resources Corp (FSTJ) filed a Amended Annual Report (10-K/A) with the SEC on April 12, 2024. First America Resources Corp filed an amended 10-K for the year ended June 30, 2023. The amendment corrects the cover page by acknowledging the company was a shell company during the reporting period. The company also confirmed its status as a small reporting company. No other disclosures in the original report were modified or updated. The filing does not reflect events occurring after the original report's filing date of October 6, 2023.

Why It Matters

For investors and stakeholders tracking First America Resources Corp, this filing contains several important signals. The correction of shell company status is critical for investors to understand the company's financial standing and operational history. Confirming small reporting company status may affect regulatory requirements and investor expectations.

Risk Assessment

Risk Level: low — First America Resources Corp shows low risk based on this filing. The risk is low as the amendment is purely for disclosure correction and does not alter financial performance or operational details.

Analyst Insight

Investors should review the amended filing to ensure they have accurate information regarding the company's shell status.

Key Numbers

• 06-30 — Fiscal Year End (FISCAL YEAR END: 0630)
• 2023 — Fiscal Year (FY 2023)
• 2023-06-30 — Reporting Period End Date (2023-06-30 FY 2023)

Key Players & Entities

• First America Resources Corp (company) — First America Resources Corporation (the “Company”)
• June 30, 2023 (date) — year ended June 30, 2023
• October 6, 2023 (date) — filed with the United States Securities and Exchange Commission on October 6, 2023
• 20240412 (date) — 20240412 20240412150141 ACCESSION NUMBER
• Morris, IL (location) — BUSINESS ADDRESS: STREET 1: 1000 E. ARMSTRONG ST. CITY: MORRIS STATE: IL ZIP: 60450

FAQ

Risk Factors

• Shell Company Status Correction [low — regulatory]: The company amended its 10-K to correct the erroneous checkbox indicating it was not a shell company, acknowledging it continued to be a shell company.

Industry Context

First America Resources Corp operates in the wholesale of electronic parts and equipment sector.

Regulatory Implications

The filing is an amendment to a Form 10-K, a standard annual report required by the SEC for public companies.

What Investors Should Do

1. Review the amended 10-K for accurate shell company disclosure.
2. Assess the implications of being a shell company and a small reporting company.
3. Monitor future filings for any changes in operational status or financial reporting.

Key Dates

• 2023-06-30: Fiscal Year End — Reporting period for the original 10-K filing.
• 2023-10-06: Original 10-K Filing Date — Date the initial annual report was filed.
• 2024-04-12: Amended 10-K Filing Date — Date this amended report was filed with the SEC.

Year-Over-Year Comparison

This is an amended filing to correct a specific disclosure on the cover page of the original 10-K for the year ended June 30, 2023.

Key Financial Figures

• $0.001 — ng shares of Registrant's Common Stock, $0.001 par value, was 7,964,090 shares as of J
• $19,121 — 30, 2023 and 2022, there were total of $19,121 and $17,203 operating expenses, respect
• $17,203 — d 2022, there were total of $19,121 and $17,203 operating expenses, respectfully. Deta
• $97,226 — ompany had cash and cash equivalents of $97,226 at June 30, 2023 and working capital of
• $97,126 — at June 30, 2023 and working capital of $97,126. There were total liabilities of $229,0
• $229,033 — 97,126. There were total liabilities of $229,033 at June 30, 2023. The Company had cash
• $15,847 — ompany had cash and cash equivalents of $15,847 at June 30, 2022 and negative working c
• $15,747 — 0, 2022 and negative working capital of $15,747. There were total liabilities of $229,0
• $50,000 — ese costs are estimated to be less than $50,000 annually until we close our potential a
• $228,933 — 30, 2023, we owe Mr. Li an aggregate of $228,933 on these loans, which are oral and bear

Filing Documents

• fstj_10ka.htm (10-K/A) — 502KB
• fstj_ex311.htm (EX-31.1) — 10KB
• fstj_ex321.htm (EX-32.1) — 4KB
• fstj_10kimg6.jpg (GRAPHIC) — 11KB
• fstj_10kimg5.jpg (GRAPHIC) — 6KB
• fstj_10kimg4.jpg (GRAPHIC) — 11KB
• 0001477932-24-002043.txt (&nbsp;) — 1888KB
• fstj-20230630.xsd (EX-101.SCH) — 18KB
• fstj-20230630_lab.xml (EX-101.LAB) — 107KB
• fstj-20230630_cal.xml (EX-101.CAL) — 21KB
• fstj-20230630_pre.xml (EX-101.PRE) — 90KB
• fstj-20230630_def.xml (EX-101.DEF) — 32KB
• fstj_10ka_htm.xml (XML) — 140KB

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 4 Item 2. Description of Property 5 Item 3.

Legal Proceedings

Legal Proceedings 5 Item 4. Mine Safety Disclosures 5 PART II Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 6 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 7 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 10 Item 8.

Financial Statements

Financial Statements 11 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures 24 Item 9A.

Controls and Procedures

Controls and Procedures 24 Item 9B. Other Information 25 PART III Item 10. Directors, Executive Officers and Corporate Governance 26 Item 11.

Executive Compensation

Executive Compensation 27 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 Item 13. Certain Relationships and Related Transactions, and Director Independence 30 Item 14. Principal Accountant Fees and Services 30 Item 15. Exhibits 31 2 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This Annual Report on Form 10-K/A, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission ("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/A and those reports, statements, information and announcements address activities, events or developments that First America Resources Corporation (hereinafter referred to as "we," "us," "our," "Corporation," "the Company," "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 result

Description of Business

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 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. 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

Risk Factors

Item 1A. Risk Factors Not required for Smaller Reporting Companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None. 4 Table of Contents 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 NE, 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 .

Description of Property

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 FAMCe (formerly known as 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.

Legal Proceedings

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.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures None. 5 Table of Contents PART II

Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Common Equity and Related Stockholder Matters and 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, 2023 $ .35 $ .35 March 31, 2023 $ .13 $ .13 December 31, 2022 $ .35 $ .35 September 30, 2022 $ .28 $ .28 June 30, 2022 $ .30 $ .30 March 31, 2022 $ .30 $ .30 December 31, 2021 $ .55 $ .55 September 30, 2021 $ .69 $ .69 ______________ * The quotation does 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

Selected Financial Data

Item 6. Selected Financial Data Not required. 6 Table of Contents

Management's Discussion and Analysis of Financial Condition and Results of Operation

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/A. 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 co

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not required. 10 Table of Contents

Financial Statements

Item 8. Financial Statements First America Resources Corporation Audited Financial Statements As of June 30, 2023, and 2022 Table of Contents Report of Independent Registered Public Accounting Firm 12 Balance Sheets 14 15 16 17

Notes to Financial Statements

Notes to Financial Statements 18 11 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: Board of Director and shareholders, First American Resources Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of First America Resources Corporation (the "Company") as of June 30, 2023, and June 30, 2022, and the related statements of operations, changes in stockholders' deficit, and cash flow

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