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, 2025

 

☐

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 November 17, 2025, 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

12

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

14

Item 4.

Controls and Procedures

14

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

15

Item 1A.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosures

15

Item 5.

Other Information

15

Item 6.

Exhibits

16

 

 
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 - September 30, 2025 and December 31, 2024

5

 

Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2025 and 2024

6

 

 

Condensed Consolidated Statements of Stockholders’ Deficit - Three and Nine Months Ended September 30, 2025 and 2024

 

7

 

 

 

Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024

 

8

 

Notes to Unaudited Financial Statements

9

 

 
4

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$399,894

 

 

$459,022

 

Accounts receivable, net

 

 

2,532,474

 

 

 

1,520,678

 

Accounts receivable, related party, First America Metal Corp.

 

 

220,401

 

 

 

466,449

 

Prepaid expenses

 

 

4,500

 

 

 

230,460

 

Total current assets

 

 

3,157,269

 

 

 

2,676,609

 

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

381,941

 

 

 

261,683

 

Right of use assets

 

 

1,857,481

 

 

 

2,733,047

 

Goodwill

 

 

750,000

 

 

 

750,000

 

Deposits

 

 

501,399

 

 

 

451,882

 

Total long term assets

 

 

3,490,821

 

 

 

4,196,612

 

 

 

 

 

 

 

 

 

 

Total assets

 

$6,648,090

 

 

$6,873,221

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$2,204,436

 

 

$1,037,551

 

Accounts payable, related party, First America Metal Corp.

 

 

1,166,883

 

 

 

2,302,980

 

Accrued expenses

 

 

31,045

 

 

 

252,940

 

Accrued interest

 

 

66,635

 

 

 

54,333

 

Lease liability, current portion

 

 

905,104

 

 

 

1,188,863

 

Financed insurance policy

 

 

-

 

 

 

195,302

 

Notes payable, current portion

 

 

1,456,515

 

 

 

1,063,218

 

Total current liabilities

 

 

5,830,618

 

 

 

6,095,187

 

 

 

 

 

 

 

 

 

 

Lease liability, net of current portion

 

 

1,018,780

 

 

 

1,618,435

 

Notes payable, net of current portion

 

 

666,677

 

 

 

528,597

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

7,516,075

 

 

 

8,242,219

 

 

 

 

 

 

 

 

 

 

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 September 30, 2025 and December 31, 2024, respectively

 

 

87,964

 

 

 

87,964

 

Additional paid-in capital

 

 

1,756,960

 

 

 

1,756,960

 

Accumulated deficit

 

 

(2,712,909)

 

 

(3,213,922)

Total stockholders' deficit

 

 

(867,985)

 

 

(1,368,998)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$6,648,090

 

 

$6,873,221

 

 

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$5,470,273

 

 

$4,582,419

 

 

$14,318,108

 

 

$12,437,307

 

Cost of revenues

 

 

2,533,646

 

 

 

1,958,404

 

 

 

6,628,850

 

 

 

5,577,476

 

Gross profit

 

 

2,936,627

 

 

 

2,624,015

 

 

 

7,689,258

 

 

 

6,859,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

588,804

 

 

 

524,102

 

 

 

1,841,935

 

 

 

1,474,352

 

Payroll expenses

 

 

1,364,458

 

 

 

1,217,441

 

 

 

3,740,311

 

 

 

3,423,930

 

Professional fees

 

 

173,490

 

 

 

25,958

 

 

 

319,205

 

 

 

140,858

 

Advertising and marketing

 

 

48,632

 

 

 

16,833

 

 

 

122,598

 

 

 

65,668

 

Rent and lease

 

 

488,621

 

 

 

416,549

 

 

 

1,356,127

 

 

 

1,125,313

 

Depreciation and amortization

 

 

25,085

 

 

 

18,357

 

 

 

61,977

 

 

 

52,686

 

Total operating expenses

 

 

2,689,090

 

 

 

2,219,240

 

 

 

7,442,153

 

 

 

6,282,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

247,537

 

 

 

404,775

 

 

 

247,105

 

 

 

577,024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(36,299)

 

 

(28,010)

 

 

(98,088)

 

 

(78,892)

Other income

 

 

2,523

 

 

 

3,153

 

 

 

351,996

 

 

 

12,316

 

Total other income (expense)

 

 

(33,776)

 

 

(24,857)

 

 

253,908

 

 

 

(66,576)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$213,761

 

 

$379,918

 

 

$501,013

 

 

$510,448

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share - basic and diluted

 

$0.00

 

 

$0.00

 

 

$0.01

 

 

$0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

87,964,090

 

 

 

87,964,090

 

 

 

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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Common Stock - METech

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2023 - Pre reverse merger

 

 

-

 

 

$-

 

 

 

100,800

 

 

$1,008

 

 

$1,523,992

 

 

$(3,425,034)

 

$(1,900,034)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of reverse merger

 

 

87,964,090

 

 

 

87,964

 

 

 

(100,800)

 

 

(1,008)

 

 

(86,956)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2023 - Post reverse merger

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,437,036

 

 

$(3,425,034)

 

$(1,900,034)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-merger issuances of METech Recycling, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for settlement of notes payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

319,924

 

 

 

-

 

 

 

319,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

105,383

 

 

 

105,383

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2024

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(3,319,651)

 

$(1,474,727)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,147

 

 

 

25,147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2024

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(3,294,504)

 

$(1,449,580)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

379,918

 

 

 

379,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, September 30, 2024

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(2,914,586)

 

$(1,069,662)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2024

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(3,213,922)

 

$(1,368,998)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

225,129

 

 

 

225,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2025

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(2,988,793)

 

$(1,143,869)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

62,123

 

 

 

62,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2025

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(2,926,670)

 

$(1,081,746)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

213,761

 

 

 

213,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, September 30, 2025

 

 

87,964,090

 

 

$87,964

 

 

 

-

 

 

$-

 

 

$1,756,960

 

 

$(2,712,909)

 

$(867,985)

 

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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

 

 

 

 

 

 

For the nine months ended

 

 

 

September 30,

 

 

 

2025

 

 

2024

 

Operating activities

 

 

 

 

 

 

Net income

 

$501,013

 

 

$510,448

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

61,977

 

 

 

52,686

 

Bad debt expense

 

 

177,447

 

 

 

-

 

Financed repair costs

 

 

37,132

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(943,195)

 

 

(686,632)

Deposits

 

 

(49,517)

 

 

(9,254)

Prepaid expenses

 

 

225,960

 

 

 

207,803

 

Accounts payable

 

 

530,788

 

 

 

739,216

 

Accrued expenses

 

 

(221,895)

 

 

(143,704)

Accrued interest

 

 

12,302

 

 

 

471

 

Right of use assets and lease liabilities

 

 

(7,848)

 

 

2,128

 

Financed insurance policy

 

 

(195,302)

 

 

(198,171)

Net cash provided by (used in) operating activities

 

 

128,862

 

 

 

474,991

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,500)

 

 

(74,023)

Net cash used in investing activities

 

 

(1,500)

 

 

(74,023)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

150,000

 

 

 

-

 

Repayments of notes payable

 

 

(336,490)

 

 

(34,419)

Net cash used in financing activities

 

 

(186,490)

 

 

(34,419)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(59,128)

 

 

366,549

 

Cash - beginning of period

 

 

459,022

 

 

 

145,114

 

Cash - end of period

 

$399,894

 

 

$511,663

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$85,786

 

 

$78,421

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Accounts payable settled through the issuance of notes payable

 

$500,000

 

 

$-

 

Financed property and equipment

 

$180,735

 

 

$61,880

 

Recognition of right of use asset and lease liability

 

$-

 

 

$1,492,040

 

Shares issued for settlement of notes payable

 

$-

 

 

$319,924

 

 

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

  

 
8

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – Nature of the Company and Business

 

METech Exchange Agreement

 

On April 16, 2025, (METech Closing Date) First America Resources Corporation (FSTJ), a Nevada corporation, entered into a Common Stock Exchange Agreement dated as of such date (the Exchange Agreement) with the METech Recycling, Inc. (METech), a Delaware corporation, and all of the shareholders of METech. Pursuant to the Exchange Agreement, FSTJ acquired one hundred percent (100%) of the issued and outstanding shares of common stock of METech from the shareholders pursuant to which METech became a wholly owned subsidiary of FSTJ. In accordance with the terms of the Exchange Agreement, and in connection with the completion of the acquisition, on the METech Closing Date FSTJ issued 80,000,000 shares of its Common Stock to the METech Shareholders. This issuance has been presented retrospectively within these financial statements in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805-40-45.

 

For financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with METech deemed the accounting acquirer and FSTJ deemed the accounting acquiree under the acquisition method of accounting in accordance with ASC 805-10-55. The reverse acquisition is deemed a capital transaction and the net assets of METech (the accounting acquirer) are carried forward to FSTJ (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of FSTJ and the assets and liabilities of METech which are recorded at their historical cost. The equity of the Company is the historical equity of METech.

 

The accompanying consolidated financial statements include the accounts of FSTJ, and its subsidiary, METech (collectively, the Company).

 

Business

 

METech Recycling, Inc., a Delaware corporation incorporated on March 10, 2005, 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, 2025. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of METech, and the notes thereto, for the year ended December 31, 2024.

 

 
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FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Basic and Diluted Loss Per Share

 

The Company had no potentially dilutive securities outstanding at September 30, 2025, and 2024.

 

Recently Issued Accounting Standards

 

During the period ended September 30, 2025, 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, except as noted below.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated 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.

 

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 – Debt

 

During February 2025, the Company entered into an unsecured note payable agreement with proceeds totaling $150,000. The note payable bears interest at 17%, is payable in monthly installments of $9,500, and matures 18 months from issuance.

 

During June 2025, the Company entered into a secured equipment note payable agreement totaling $114,121. The note payable is secured by equipment, bears interest at 6%, is payable in monthly installments of $2,845, and matures 48 months from issuance. The secured note payable resulted in the purchase of $86,117 in equipment and $28,004 in repair costs.

 

During June 2025, the Company entered into an unsecured note payable agreement with First America Metal Corp (FAMC) which settled $500,000 of accounts payable due to FAMC. The note payable bears interest at 7.50% and requires monthly interest only payments. The note payable is due within 60 days of FAMC providing the Company written notice of demand.

 

During August 2025, the Company entered into a secured equipment note payable agreement totaling $76,502. The note payable is secured by equipment, bears interest at 10.01%, is payable in monthly installments of $2,469, and matures 36 months from issuance.

 

During September 2025, the Company entered into a secured equipment note payable agreement totaling $9,128. The note payable is secured by equipment, bears interest at 29.93%, is payable in monthly installments of $890, and matures 12 months from issuance.

 

During September 2025, the Company entered into a secured equipment note payable agreement totaling $18,116. The note payable is secured by equipment, bears interest at 13.29%, is payable in monthly installments of $408, and matures 60 months from issuance.

 

Note 5 – Equity

 

The total number of shares of common stock authorized and issuable by the Company is 500,000,000 with a par value of $0.001 per share.

 

 
10

Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 6 – Concentrations

 

The following table details the Company’s revenue concentrations for the nine months ended September 30, 2025, and 2024, and the accounts receivable concentrations at September 30, 2025, and December 31, 2024.

 

 

 

Revenues

 

 

Accounts Receivable

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Customer A

 

 

13%

 

 

22%

 

*

 

 

 

22%

Customer B

 

 

13%

 

 

13%

 

*

 

 

*

 

Customer C

 

*

 

 

 

13%

 

 

21%

 

 

22%

Customer D

 

*

 

 

*

 

 

*

 

 

 

14%

Customer E

 

*

 

 

*

 

 

 

10%

 

*

 

 

The following table details the Company’s accounts payable concentrations at September 30, 2025, and December 31, 2024.

 

 

 

Accounts Payable

 

 

 

2025

 

 

2024

 

Vendor A

 

 

35%

 

 

69%

 

Note 7 – Related Party Transactions

 

At September 30, 2025, and December 31, 2024, outstanding notes payable due to First American Management Group Corp, the Company’s largest shareholder, totaled $556,000, respectively.

 

At September 30, 2025, and December 31, 2024, outstanding notes payable due to FAMC, the Company’s second largest shareholder, totaled $657,000 and $157,000, respectively.

 

FAMC is Customer A and Vendor A (Note 6). At September 30, 2025, and December 31, 2024, accounts payable due to FAMC totaled $1,167,000 and $2,303,000, respectively, and accounts receivable due from FAMC totaled $220,000 and $466,000, respectively.

 

At September 30, 2025, and December 31, 2024, outstanding notes payable due to the former owner or METech, totaled $32,000 and $250,000, respectively.

 

Note 8 – Employee Retention Credit

 

During the period ended September 30, 2025, the Company received an Employee Retention Credit totaling $346,000 that is reflected in other income on the accompanying condensed consolidated statements of operations.

 

 
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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, 2024, 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 September 30, 2025 and 2024

 

For the three months ended September 30, 2025, our revenue was $5,470,000, as compared to $4,582,000, for the three months ended September 30, 2024. 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 September 30, 2025, and 2024 were $2,534,000 and $1,958,000, respectively, resulting in gross margins of 54% and 57%, 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 September 30, 2025, operating expenses were $2,689,000 as compared to $2,219,000 for the same period in 2024, an increase of $470,000 or 21%. General and administrative expenses increased by $65,000 from $524,000 to $589,000, payroll expenses increased $147,000 from $1,217,000 to $1,364,000 and rent and lease expenses increased by $72,000 from $417,000 to $489,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $26,000 during the three months ended September 30, 2024, to $173,000 for the three months ended September 30, 2025. The increase was primarily driven by merger costs and their related 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 September 30, 2025, was $248,000 as compared to $405,000 for the prior year period.

 

Other income and expenses included $36,000 in interest expenses during the three months ended September 30, 2025, compared to $28,000 in the prior year. We expect interest expenses to increase as the Company obtains additional funding.

 

Comparison of Nine Months Ended September 30, 2025 and 2024

 

For the nine months ended September 30, 2025, our revenue was $14,318,000, as compared to $12,437,000, for the nine months ended September 30, 2024. The increase in revenue of 15% 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 nine months ended September 30, 2025, and 2024 were $6,629,000 and $5,577,000, respectively, resulting in gross margins of 54% and 55%, respectively. The primary components of cost of revenues include freight and material processing, which comprise the majority of the costs.

 

For the nine months ended September 30, 2025, operating expenses were $7,442,000 as compared to $6,283,000 for the same period in 2024, an increase of $1,159,000 or 18%. General and administrative expenses increased by $368,000 from $1,474,000 to $1,842,000, payroll expenses increased by $316,000 from $3,424,000 to $3,740,000 and rent and lease expenses increased by $231,000 from $1,125,000 to $1,356,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $141,000 during the nine months ended September 30, 2024, to $319,000 for the nine months ended September 30, 2025. The increase was primarily driven by merger costs and their related 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 nine months ended September 30, 2025, was $247,000 as compared to $577,000 for the prior year period.

 

Other income and expenses included $98,000 in interest expenses during the nine months ended September 30, 2025, compared to $79,000 in the prior year. We expect interest expenses to increase as the Company obtains additional funding. Additionally, the Company received an ERC credit totaling approximately $346,000 during the nine months ended September 30, 2025.

 

 
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Table of Contents

 

Liquidity and Capital Resources

 

At September 30, 2025, we had cash totaling $400,000 as compared to cash totaling $459,000 at December 31, 2024. Our cash flows provided by operations were $129,000 for the nine months ended September 30, 2025, as compared to $475,000 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 $1,500 and $74,000 for the nine months ended September 30, 2025, and 2024, respectively. We expect investing expenditures to increase as the Company expands operations.

 

For the nine months ended September 30, 2025, and 2024, cash flows used in financing activities were $186,000 and $34,000, respectively. 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, 2024, filed with the Securities and Exchange Commission on July 18, 2025.

 

Off Balance Sheet Arrangements

 

As of September 30, 2025, we did not have any material off-balance sheet arrangements.

 

 
13

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 September 30, 2025, 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 September 30, 2025, 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 September 30, 2025, 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.

 

 
14

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.

 

 
15

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.

  

 
16

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

November 17, 2025

/s/ Jian Li

 

 
17

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.

 

 
18

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Jian Li, certify that:

 

1.

I have reviewed this report on Form 10-Q 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: November 17, 2025

By:

/s/ Jian Li

Jian Li

Chief Executive Officer and Chief 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 Quarterly Report on Form 10-Q for the period ended September 30, 2025, for 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: November 17, 2025

By:

/s/ Jian Li

Jian Li

Chief Executive Officer and Chief 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.