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 March 31, 2026

 

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

 

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 May 14, 2026, there were 87,964,090 shares issued and outstanding of the registrant’s common stock.

 

 

 

 

INTRODUCTORY COMMENT

 

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “First America Resources Corporation,” or the “Company” refers to First America Resources Corporation, a Nevada corporation.

 

SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” “opportunity,” “predict,” “would,” “potential,” “future,” “forecast,” “guarantee,” “assume,” “likely," “target” or similar statements or variations of such terms.

 

Our forward-looking statements are based on a series of expectations, assumptions and projections about our Company and the markets in which we operate, and are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our assets under management, net cash inflows and outflows, operating cash flows and future credit facilities, for all future periods. All of our forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of the Report only.

 

We can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. We do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of the Original Report, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us which modify or impact any of the forward-looking statements contained in or accompanying this Quarterly Report on Form 10-Q, such statements or disclosures will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

 

Certain other factors which may impact our continuing operations, prospects, financial results and liquidity or which may cause actual results to differ from such forward-looking statements are discussed or included in the Company’s periodic reports filed with the SEC and are available on at www.otcmarkets.com. You are urged to carefully consider all such factors.

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

13

Item 4.

Controls and Procedures

13

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

14

Item 1A.

Risk Factors

14

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3.

Defaults Upon Senior Securities

14

Item 4.

Mine Safety Disclosures

14

Item 5.

Other Information

14

Item 6.

Exhibits

15

 

 
3

Table of Contents

  

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

First America Resources Corporation

 

Condensed Consolidated Financial Statements (Unaudited)

 

Contents

 

Condensed Consolidated Balance Sheets – March 31, 2026 and December 31, 2025

5

 

Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2026 and 2025

6

 

 

Condensed Consolidated Statements of Stockholders’ Deficit - Three Months Ended March 31, 2026 and 2025

 

7

 

 

 

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025

 

8

 

Notes to Unaudited Financial Statements

9

  

 
4

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

MARCH 31, 2026 AND DECEMBER 31, 2025

 

(UNAUDITED)

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$631,344

 

 

$276,855

 

Accounts receivable, net

 

 

1,665,963

 

 

 

2,141,220

 

Accounts receivable, related party, First America Metal Corp.

 

 

948,975

 

 

 

318,273

 

Prepaid expenses

 

 

42,818

 

 

 

37,439

 

Total current assets

 

 

3,289,100

 

 

 

2,773,787

 

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

353,975

 

 

 

372,508

 

Right of use assets

 

 

4,179,188

 

 

 

2,254,214

 

Goodwill

 

 

750,000

 

 

 

750,000

 

Deposits

 

 

425,784

 

 

 

513,630

 

Total long term assets

 

 

5,708,947

 

 

 

3,890,352

 

 

 

 

 

 

 

 

 

 

Total assets

 

$8,998,047

 

 

$6,664,139

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$1,166,780

 

 

$1,100,608

 

Accounts payable, related party, First America Metal Corp.

 

 

1,316,554

 

 

 

1,159,571

 

Accrued expenses

 

 

1,251,090

 

 

 

1,358,912

 

Accrued interest

 

 

38,890

 

 

 

21,062

 

Lease liability, current portion

 

 

937,867

 

 

 

851,191

 

Loans from officer

 

 

228,933

 

 

 

228,933

 

Notes payable, current portion

 

 

1,375,094

 

 

 

1,093,031

 

Total current liabilities

 

 

6,315,208

 

 

 

5,813,308

 

 

 

 

 

 

 

 

 

 

Lease liability, net of current portion

 

 

3,341,068

 

 

 

1,479,796

 

Notes payable, net of current portion

 

 

632,468

 

 

 

958,962

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

10,288,744

 

 

 

8,252,066

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Common stock $0.001 par value; 500,000,000 authorized; 87,964,090 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

 

87,964

 

 

 

87,964

 

Additional paid-in capital

 

 

1,535,266

 

 

 

1,535,266

 

Accumulated deficit

 

 

(2,913,927)

 

 

(3,211,157)

Total stockholders' deficit

 

 

(1,290,697)

 

 

(1,587,927)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$8,998,047

 

 

$6,664,139

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

 
5

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

 

 

 

 

 

 

 

For the three months ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Revenues

 

$4,801,298

 

 

$4,024,993

 

Cost of revenues

 

 

1,777,914

 

 

 

1,752,160

 

Gross profit

 

 

3,023,384

 

 

 

2,272,833

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

712,577

 

 

 

558,500

 

Payroll expenses

 

 

1,340,384

 

 

 

1,114,709

 

Professional fees

 

 

90,478

 

 

 

59,346

 

Advertising and marketing

 

 

35,848

 

 

 

41,402

 

Rent and lease

 

 

497,718

 

 

 

426,578

 

Depreciation and amortization

 

 

18,533

 

 

 

17,959

 

Total operating expenses

 

 

2,695,538

 

 

 

2,218,494

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

327,846

 

 

 

54,339

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(32,673)

 

 

(25,914)

Other income

 

 

2,057

 

 

 

346,704

 

Total other income (expense)

 

 

(30,616)

 

 

320,790

 

 

 

 

 

 

 

 

 

 

Net income

 

$297,230

 

 

$375,129

 

 

 

 

 

 

 

 

 

 

Income per share - basic and diluted

 

$0.00

 

 

$0.00

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

87,964,090

 

 

 

87,964,090

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
6

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Common Stock - METech

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2024 - Pre reverse merger

 

 

-

 

 

$-

 

 

 

100,800

 

 

$1,008

 

 

$1,843,916

 

 

$(3,213,922)

 

$(1,368,998)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of reverse merger

 

 

87,964,090

 

 

 

87,964

 

 

 

(100,800)

 

 

(1,008)

 

 

(308,650)

 

 

-

 

 

 

(221,694)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2024 - Post reverse merger

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,535,266

 

 

$(3,213,922)

 

$(1,590,692)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

375,129

 

 

 

375,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2025

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,535,266

 

 

$(2,838,793)

 

$(1,215,563)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2025

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,535,266

 

 

$(3,211,157)

 

$(1,587,927)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

297,230

 

 

 

297,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2026

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,535,266

 

 

$(2,913,927)

 

$(1,290,697)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
7

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

 

 

 

 

 

 

 

For the three months ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Operating activities

 

 

 

 

 

 

Net income

 

$297,230

 

 

$375,129

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

18,533

 

 

 

17,959

 

Bad debt expense

 

 

102,000

 

 

 

4,953

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(257,445)

 

 

(758,899)

Deposits

 

 

87,846

 

 

 

(20,224)

Prepaid expenses

 

 

(5,379)

 

 

71,320

 

Accounts payable

 

 

223,155

 

 

 

273,413

 

Accrued expenses

 

 

(107,822)

 

 

(239,510)

Accrued interest

 

 

17,828

 

 

 

(15,066)

Right of use assets and lease liabilities

 

 

22,974

 

 

 

1,881

 

Financed insurance policy

 

 

-

 

 

 

(71,878)

Net cash provided by (used in) operating activities

 

 

398,920

 

 

 

(360,922)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

-

 

 

 

150,000

 

Repayments of notes payable

 

 

(44,431)

 

 

(93,541)

Net cash provided by (used in) financing activities

 

 

(44,431)

 

 

56,459

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

354,489

 

 

 

(304,463)

Cash - beginning of period

 

 

276,855

 

 

 

459,022

 

Cash - end of period

 

$631,344

 

 

$154,559

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$14,845

 

 

$40,980

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Recognition of right of use asset and lease liability

 

$2,315,008

 

 

$-

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
8

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – Nature of the Company and Business

 

Business

 

First America Resources Corporation (FSTJ), a Nevada corporation, through its wholly owned operating subsidiary, METech Recycling, Inc., a Delaware corporation (collectively, the Company), specializes in electronic waste management and IT asset disposition (ITAD). The Company provides certified recycling services, secure data destruction, and IT asset management. With a focus on sustainability, the Company aims to maximize material recovery while ensuring the protection of proprietary technology and customer data. They operate multiple R2-certified facilities across the U.S., offering customized solutions for safe recycling, inventory management, and equipment disposal. The Company emphasizes eco-responsible practices and transparency.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying interim unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2026. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

Basic and Diluted Loss Per Share

 

The Company had no potentially dilutive securities outstanding at March 31, 2026, and 2025.

 

Recently Issued Accounting Standards

 

During the period ended March 31, 2026, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

 

Subsequent Events

 

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.

  

 
9

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 3 – Commitments and Contingencies

 

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

 

Note 4 – Concentrations

 

The following table details the Company’s revenue concentrations for the three months ended March 31, 2026, and 2025, and the accounts receivable concentrations at March 31, 2026, and December 31, 2025.

 

 

 

Revenues

 

 

Accounts Receivable

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Customer A

 

 

21%

 

 

20%

 

 

33%

 

 

12%

Customer B

 

 

13%

 

 

13%

 

*

 

 

*

 

Customer C

 

*

 

 

*

 

 

 

21%

 

 

19%

Customer D

 

*

 

 

*

 

 

*

 

 

 

12%

Customer E

 

*

 

 

*

 

 

*

 

 

 

14%

 

* = less than 10% 

 

Customer A is a related party (Note 5) who utilizes the Company for recycling of various goods and materials. The transactions are at arm's length and have standard sales rates and payment terms.

 

The following table details the Company’s accounts payable concentrations at March 31, 2026, and December 31, 2025.

 

 

 

Accounts Payable

 

 

 

2026

 

 

2025

 

Vendor A

 

 

53%

 

 

51%

 

Customer A and Vendor A is FAMC, a related party (Note 5). The Company is hired by FAMC for the recycling of various goods and materials. The sales transactions are at arm's length and have standard sales rates and payment terms. The Company purchases materials from FAMC and utilizes FAMC for recycling/disposal services as well as freight. The purchase transactions are at arm's length and have standard purchase rates and payment terms. Outstanding accounts receivable and accounts payable between the Company and FAMC may be periodically offset.

 

Note 5 – Related Party Transactions

 

At March 31, 2026, and December 31, 2025, outstanding notes payable due to First American Management Group Corp, the Company’s largest shareholder, totaled $519,000, respectively.

 

At March 31, 2026, and December 31, 2025, outstanding notes payable due to FAMC, the Company’s second largest shareholder, totaled $707,000, respectively.

 

FAMC is Customer A and Vendor A (Note 4). During the three months ended March 31, 2026 and 2025, the Company incurred expenses via FAMC totaling $257,000 and $504,000, respectively. At March 31, 2026, and December 31, 2025, accounts payable due to FAMC totaled $1,317,000 and $1,160,000, respectively, and accounts receivable due from FAMC totaled $949,000 and $318,000, respectively.

 

At March 31, 2026, and December 31, 2025, outstanding loans due to Jian Li, totaled $228,933, respectively.

 

 
10

Table of Contents

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

We urge you to read the following discussion in conjunction with our Annual Report for the year ended December 31, 2025, as well as with our financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis may contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed elsewhere in this Report.

 

Results of Operations

 

Comparison of Three Months Ended March 31, 2026 and 2025

 

For the three months ended March 31, 2026, our revenue was $4,801,000, as compared to $4,025,000, for the three months ended March 31, 2025. The increase in revenue of 19% was the result of continued revenue growth. We expect revenues to continue to increase on a year-over-year basis.

 

Cost of revenues for the three months ended March 31, 2026, and 2025, were $1,778,000 and $1,752,000, respectively, resulting in gross margins of 63% and 56%, respectively. The primary components of cost of revenues include freight and material processing, which comprise the majority of the costs.

 

For the three months ended March 31, 2026, operating expenses were $2,696,000 as compared to $2,218,000 for the same period in 2025, an increase of $478,000 or 21%. General and administrative expenses increased by $154,000 from $559,000 to $713,000, payroll expenses increased $225,000 from $1,115,000 to $1,340,000 and rent and lease expenses increased by $71,000 from $427,000 to $498,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $59,000 during the three months ended March 31, 2025, to $90,000 for the three months ended March 31, 2026. The increase was primarily driven by professional fees, such as legal and audit fees. We expect operating expenses to continue to increase with revenues as the Company expands operations.

 

As a result of the above, our income from operations for the three months ended March 31, 2026, was $328,000 as compared to $54,000 for the prior year period.

 

Other income and expenses included $33,000 in interest expenses during the three months ended March 31, 2026, compared to $26,000 in the prior year. Additionally, the prior year had other income totaling $347,000 related to a non-recurring employee retention credit. We expect interest expenses to increase as the Company obtains additional funding.

 

 
11

Table of Contents

 

Liquidity and Capital Resources

 

At March 31, 2026, we had cash totaling $631,000 as compared to cash totaling $277,000 at December 31, 2025. Our cash flows provided by operations were $399,000 for the three months ended March 31, 2026, as compared to $361,000 used in operations for the same period in the prior year. We expect cash used in operating activities to be neutral as the Company expands operations.

 

Cash flows used in investing activities were $-0- for the three months ended March 31, 2026, and 2025, respectively. We expect investing expenditures to increase as the Company expands operations.

 

Our cash flows used in financing activities were $44,000 for the three months ended March 31, 2026, as compared to $56,000 provided by financing activity for the same period in the prior year. We expect financing receipts and expenditures to increase as the Company utilizes financing to expand operations.

 

The Company may need to raise additional debt or equity capital in order to fund its operations. There can be no assurance that the Company will be able to do so or on acceptable terms.

 

Significant Accounting Policies

 

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report for the year ended December 31, 2025, filed with the Securities and Exchange Commission on April 1, 2026.

 

Off Balance Sheet Arrangements

 

As of March 31, 2026, we did not have any material off-balance sheet arrangements.

 

 
12

Table of Contents

  

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Jian Li, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2026, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of March 31, 2026, were effective as of the end of the period covered by this Quarterly Report.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2026, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

  

 
13

Table of Contents

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 
14

Table of Contents

 

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.

 

 
15

Table of Contents

  

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 and Principal Financial Officer

Jian Li

May 14, 2026

/s/ Jian Li

  

 
16

Table of Contents

 

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).

____________

* 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.

 

 
17