First America Resources Corp - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
o 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)
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Nevada
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5065
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27-2563052
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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IRS I.D.
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1000 East Armstrong Street
Morris, IL
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60450
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(Address of principal executive offices)
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(Zip Code)
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SEC File No. 333-175482
Issuer’s telephone number: 815-941-9888
N/A
(Former name, former address and former three months, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller Reporting Company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
As of November 12, 2013 there were 6,613,090 shares issued and outstanding of the registrant’s common stock.
TABLE OF CONTENTS
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PART I — FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3 | |||
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Item 2.
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Management’s Discussion and Analysis or Plan of Operation.
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4 | |||
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk.
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7 | |||
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Item 4.
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Controls and Procedures.
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7 | |||
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PART II — OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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8 | |||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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8 | |||
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Item 3.
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Defaults Upon Senior Securities.
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8 | |||
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Item 4.
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Mine Safety Disclosures.
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8 | |||
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Item 5.
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Other Information.
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8 | |||
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Item 6.
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Exhibits.
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9 | |||
2
PART I — FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
First America Resources Corporation
Financial Statement (Unaudited)
Three Months Ended September 30, 2013 and 2012
3
Contents
| Balance Sheet | F-2 | |||
| Statement of Loss | F-3 | |||
| Shareholders Equity | F-4 | |||
| Cash Flows | F-5 | |||
| Notes to Financial Statements | F-6 | |||
| Exhibit A | F-16 |
F-1
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FIRST AMERICA RESOURCES CORPORATION
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(A Development Stage Enterprise)
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BALANCE SHEET
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September 30,
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June 30,
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2013
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2013
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 6,385 | $ | 383 | ||||
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Inventory
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- | - | ||||||
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Total Current Assets
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$ | 6,385 | $ | 383 | ||||
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TOTAL ASSETS
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$ | 6,385 | $ | 383 | ||||
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LIABILITIES & EQUITY
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Current liabilities:
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Account payable
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$ | 1,959 | $ | - | ||||
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Total current liabilities
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$ | 1,959 | $ | - | ||||
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Other current liabilities:
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Loan from shareholders
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$ | 52,787 | $ | 30,787 | ||||
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Sales Tax Payable
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- | - | ||||||
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Total other current liabilities
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$ | 52,787 | $ | 30,787 | ||||
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Total liabilities
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$ | 54,746 | $ | 30,787 | ||||
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Stockholders' Equity:
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Common stock, $0.001 par value;
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500,000,000 shares authorized;
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6,613,090 shares issued and outstanding.
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$ | 6,614 | $ | 6,494 | ||||
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Paid-in capital
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124,660 | 112,780 | ||||||
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Deficit accumulated during the development stage
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(179,635 | ) | (149,678 | ) | ||||
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Accumulated other comprehensive income (loss)
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- | - | ||||||
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Total stockholders' equity
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$ | (48,361 | ) | $ | (30,404 | ) | ||
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TOTAL LIABILITIES & EQUITY
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$ | 6,385 | $ | 383 | ||||
F-2
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FIRST AMERICA RESOURCES CORPORATION
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(A Development Stage Enterprise)
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STATEMENT OF LOSS
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Three
Month Ended |
Three
Month Ended |
Cumulative from
May 10, 2010 (Dateof Inception) Through
September 30,
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2013
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2012
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2013
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Revenues
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$ | - | $ | 7,093 | $ | 14,059 | ||||||
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Cost of Goods Sold
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$ | - | $ | 4,423 | $ | 10,131 | ||||||
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Gross Profit
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$ | - | $ | 2,670 | $ | 3,928 | ||||||
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Operating expenses:
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Research and development
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$ | - | $ | - | $ | - | ||||||
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Selling, general and administrative expenses
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$ | 29,957 | $ | 21,403 | $ | 183,645 | ||||||
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Depreciation and amortization expenses
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$ | - | $ | - | $ | - | ||||||
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Total Operating Expenses
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$ | 29,957 | $ | 21,403 | $ | 183,645 | ||||||
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Operating Loss
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$ | (29,957 | ) | $ | (18,733 | ) | $ | (179,717 | ) | |||
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Investment income, net
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$ | - | $ | - | $ | 82 | ||||||
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Interest Expense, net
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$ | - | $ | - | $ | - | ||||||
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Loss before income taxes
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$ | (29,957 | ) | $ | (18,733 | ) | $ | (179,635 | ) | |||
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Loss tax expense
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$ | - | $ | - | $ | - | ||||||
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Net loss
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$ | (29,957 | ) | $ | (18,733 | ) | $ | (179,635 | ) | |||
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Net loss per common share- Basics
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.03 | ) | |||
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Net loss per common share- Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
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Other comprehensive loss, net of tax:
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$ | - | $ | - | $ | - | ||||||
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Comprehensive income (loss)
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$ | (29,957 | ) | $ | (18,733 | ) | $ | (179,635 | ) | |||
F-3
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FIRST AMERICA RESOURCES CORPORATION
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(A Development Stage Enterprise)
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STATEMENT OF STOCKHOLDERS EQUITY
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The Period May 10, 2010 ( Date of Inception)
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through September 30, 2013
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Deficit Accumulated
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Accumulated
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Additional
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During the
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Other
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Total
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Common Stock
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Paid-in
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Development
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Comprehensive
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Stockholders'
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Shares
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Amount
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Capital
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Stage
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Income (Loss)
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Equity
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Issuance of common stocks
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to shareholders @0.005 per
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share on May 28, 2010
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | 25,000 | |||||||||||||||||
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Net loss for the period
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ended June 30, 2010
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$ | (2,195 | ) | $ | (2,195 | ) | ||||||||||||||||||
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Balance June 30, 2010
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | (2,195 | ) | $ | - | $ | 22,805 | ||||||||||||
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Issuance of common stocks
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to shareholders @0.01 per
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share on December 23, 2010
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611,500 | $ | 612 | $ | 5,503 | $ | 6,115 | |||||||||||||||||
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Issuance of common stocks
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to Michael Williams @0.10 per
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share on March 31, 2011
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100,000 | $ | 100 | $ | 9,900 | $ | 10,000 | |||||||||||||||||
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Net loss for the period
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ended June 30, 2011
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$ | (32,041 | ) | $ | (32,041 | ) | ||||||||||||||||||
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Balance June 30, 2011
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5,711,500 | $ | 5,712 | $ | 35,403 | $ | (34,236 | ) | - | 6,879 | ||||||||||||||
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Issuance of common stocks
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to shareholders @0.10 per
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share on September 08, 2011
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60,000 | $ | 60 | $ | 5,940 | $ | 6,000 | |||||||||||||||||
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Issuance of common stocks
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to Pivo Associates @0.10 per
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share on June 13, 2012
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50,000 | $ | 50 | $ | 4,950 | $ | 5,000 | |||||||||||||||||
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Issuance of common stocks
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to Keming Li @0.10 per
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share on June 13, 2012
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671,590 | $ | 672 | $ | 66,487 | $ | 67,159 | |||||||||||||||||
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Net loss for the year
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ended June 30, 2012
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$ | (66,590 | ) | $ | (66,590 | ) | ||||||||||||||||||
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Balance June 30, 2012
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6,493,090 | $ | 6,494 | $ | 112,780 | $ | (100,826 | ) | $ | - | $ | 18,448 | ||||||||||||
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Net loss for the year
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ended June 30, 2013
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$ | (48,852 | ) | $ | (48,852 | ) | ||||||||||||||||||
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Balance June 30, 2013
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6,493,090 | $ | 6,494 | $ | 112,780 | $ | (149,678 | ) | $ | - | $ | (30,404 | ) | |||||||||||
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Issuance of common stocks
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to Michael Williams @0.10 per
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share on July 1, 2013
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120,000 | $ | 120 | $ | 11,880 | $ | 12,000 | |||||||||||||||||
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Net loss for the period
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ended September 30, 2013
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$ | (29,957 | ) | $ | (29,957 | ) | ||||||||||||||||||
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Balance September 30, 2013
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6,613,090 | $ | 6,614 | $ | 124,660 | $ | (179,635 | ) | $ | - | $ | (48,361 | ) | |||||||||||
F-4
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FIRST AMERICA RESOURCES CORPORATION
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(A Development Stage Enterprise)
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STATEMENT OF CASH FLOWS
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Three
Month Ended |
Three
Month Ended |
Cumulative from
May 10, 2010 (Dateof Inception) Through
September 30,
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2013
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2012
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2013
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Operating Activities:
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Net loss
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$ | (29,957 | ) | $ | (18,733 | ) | $ | (179,635 | ) | |||
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Adjustments to reconcile net income to net cash provided by
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Operating activities:
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Non-cash portion of share based professional fee expense
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12,000 | - | 27,000 | |||||||||
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Inventory Asset
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- | (5,199 | ) | - | ||||||||
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Account Payable
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1,959 | 8,000 | 1,959 | |||||||||
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Prepaid Rent
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- | - | - | |||||||||
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Sales Tax Payable
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- | - | - | |||||||||
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Net cash provided by operating activities
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$ | (15,998 | ) | $ | (15,932 | ) | $ | (150,676 | ) | |||
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Investing Activities:
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Net cash provided by investing activities
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$ | - | $ | - | $ | - | ||||||
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Financing Activities:
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Loan from shareholders
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$ | 22,000 | $ | 13,365 | $ | 52,787 | ||||||
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Proceeds from issuance of common stock
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- | - | 104,274 | |||||||||
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Net cash provided by financing activities
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$ | 22,000 | $ | 13,365 | $ | 157,061 | ||||||
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Net increase (decrease) in cash and cash equivalents
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$ | 6,002 | $ | (2,567 | ) | $ | 6,385 | |||||
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Cash and cash equivalents at beginning of the period
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$ | 383 | $ | 28,924 | $ | - | ||||||
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Cash and cash equivalents at end of the period
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$ | 6,385 | $ | 26,356 | $ | 6,385 | ||||||
F-5
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION
First America Resources Corporation formerly known as Golden Oasis New Energy Group, Inc. (the “Company”), incorporated under the laws of Nevada on May 10, 2010 with registered address at 1955 Baring Blvd, Sparks, NV 89434. First America Resources Corporation wholly owned branch located in the State of Illinois and has principal office at 1000 E Armstrong ST Morris IL 60450.
The Company was previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner's lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.
On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group Inc, and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group Inc, and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the Vice-president and director of the Company.
In connection with this change of control, we discontinued our current business. It is anticipated we will acquire First America Metal Corporation of business and what business does, a business owned primarily by Mr. Jian Li, in the next few months depending upon completion of audit of the First America Metal Corporation and preparation of required filing on Form 8-K.
Going Concern and Plan of Operation
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any profit from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
F-6
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is considered to be in the development stage as defined FASB ASC Topic 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to raise sales.
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrual basis of accounting.
The Company’s fiscal year end is June 30.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2013, there was $ 6,385 cash and cash equivalents.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. As of September 30, 2013, there was no fixed asset in the Company’s balance sheets.
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
On March 31, 2011, 100,000 shares were issued to Michael Williams for legal services of $10,000 at $0.10 per share.
On June 13, 2012, 50,000 shares were issued to Pivo Associates for services of $5,000 at $0.10 per share.
On July 1, 2013, 120,000 shares were issued to Williams Security Law Firm for legal services of $12,000 at $0.10 per share.
F-7
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income
The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.
Basic and Diluted Net Loss per Common Share
The Company computes per share amounts in accordance with FASB ASC Topic 260, “Earnings per Share”. ASC 260 requires presentation of basic and diluted EPS.
Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
As of September 30, 2013, the Company only issued one type of shares, i.e., common shares only. There are no other type of securities were issued. Accordingly, the diluted and basic net loss per common share is the same.
Inventory
As of September 30, 2013, the Company had Zero inventory.
Revenue Recognition
In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 “Revenue Recognition for Sales of Product”, the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met:
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·
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The seller's price to the buyer is substantially fixed or determinable at the date of sale.
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·
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The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.
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F-8
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
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·
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The buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.
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·
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The buyer acquiring the product for resale has economic substance apart from that provided by the seller.
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·
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The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.
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·
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The amount of future returns can be reasonably estimated.
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In accordance with paragraph 4-14 of FASB ASC 605-45, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis. ASC 605-45, paragraph 4-14 discusses whether revenues and cost of goods sold to arrive at gross profit and their corresponding assets and liabilities should be recorded at gross or net. The following indicators of gross revenue recognition will be applicable in the Company:
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·
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Acts as principal in the transaction, Entity Is the Primary Obligor in the Arrangement. The Company will purchase the products from supplier(s) and will responsible for the acceptability of the products, store the products in our warehouse as inventory. The current leased property is a warehouse with office suite. For whole purchase and selling cycle, the Company acts as principal and primary obligator throughout the whole purchase to selling transaction.
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·
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Has risk and rewards of ownership, such as general inventory risk, risk of loss for collection, delivery and returns. Based on the signed distribution agreement, the supplier ship the products FOB at shipping point, after shipping, the Company will take care of the products loss, and after receiving the products the Company will store all products in leased warehouse and incur risk of loss inventory. After selling to customers, the Company is also responsible for risk of loss for delivery, return, and collection of receivable.
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·
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Takes title to the products. The Company will take title to the products before customers order them. The Company will retail its purchased products to general public through e-commerce or online selling. All customer orders and its shipments to customers will be responsible of the Company, not supplier(s).
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F-9
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
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·
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Flexibility in pricing. The retail price to customers will be responsible of the Company according to the market competitions.
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·
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Assumes credit risk. The Company will assume collection and receivable risks.
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·
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The company can change the products or perform part of the service, and the Company is involved in the determination of products or service specifications based on customer’s needs. At the beginning of the Company’s development stage, the Company will not change the products. After the products purchased by the Company and stored in warehouse, the Company will display our products on our website or through e-bay, the interested customers will click the specific product items to complete purchase orders. After the development stage, the Company will develop its own design and will customize the products according to customers’ request.
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Though the Company signed a one-year term distribution agreement with ZHEJIANG UNITED POWER ENERGY CO., LTD, the Company can have alternatives to choose other more competitive suppliers if it is necessary. Accordingly, all gross revenue indicators are positive to support the Company is a gross revenue report entity.
All the indicators of net revenue reporting (ASC 605-45, paragraph 16-23) will not be applicable in the Company.
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.
The Company had total revenue of $ 0.00 and $7,093 for the fiscal quarter ended at September 30, 2013 and 2012 respectively.
Cost of Goods Sold
The Company’s purchase cost is primarily from supplier, ZHEJIANG UNITED POWER ENERGY CO., LTD.
Cost of Goods Sold included the purchase cost of the product sold, freight and shipping expense, custom fees, and merchant account fees.
F-10
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cost of Goods Sold (Continued)
For the fiscal quarter ended September 30, 2013 and 2012, a total of $0.00 and $4,423 Cost of Goods Sold was recorded.
Operating Expense
Operating expense consist of selling, general and administrative expenses.
For the fiscal quarter ended September 30, 2013 and 2012, the Company incurred $ 29,957 and $ 21,403 operating expenses respectively, and $ 183,645 of operation expenses incurred for the period of May 10, 2010 date of inception to September 30, 2013.
Detail as showed at Exhibit A at the end of the financial notes.
Professional Fees
Professional fees consist of accounting and auditing fees, legal fees, SEC filling fees, and other professional fees.
For the fiscal quarter ended September 30, 2013 and 2012, the Company incurred $27,150 and $18,738 respectively, and $145,693 of professional fees expense incurred for the period of May 10, 2010 date of inception to September 30, 2013.
Income Tax
Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability basis relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and concurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets.
F-11
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:
|
Pronouncement
|
Issued
|
Title
|
||
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ASC 605
|
October 2009
|
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
|
||
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ASC 860
|
December 2009
|
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
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||
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ASC 505
|
January 2010
|
Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
|
||
|
ASC 810
|
January 2010
|
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
|
||
|
ASC 718
|
January 2010
|
Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
|
||
|
ASC 820
|
January 2010
|
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
|
||
|
ASC 810
|
February 2010
|
Consolidation (Topic 810): Amendments for Certain Investment Funds
|
||
|
ASC 815
|
March 2010
|
Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
|
||
|
ASC-310 Receivables
|
July 2010
|
For public entities, the disclosure as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting period ending on or after December 15, 2011.
|
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
F-12
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Leases
After February 6, 2013, the Company moved to the new address located at 1000 E. Armstrong St., Morris, IL 60450. There was no lease signed between the Company and the property owner, Jian Li, who is also the majority shareholder of the Company.
NOTE C – RELATED PARTY TRANSACTIONS
Loans to Officer/Shareholder
From the period of July 1, 2011 to March 2012, the company’s formerly officer Keming Li loaned $ 67,159 to First America Resources formerly known as Golden Oasis New Energy Group Inc without interest without written agreement. The payment term is on demand.
From the period of April 1, 2012 to June 30, 2012, the company’s formerly officer Keming Li additionally loaned $ 24,213 to First America Resources formerly known as Golden Oasis New Energy Group Inc without interest without written agreement. The payment term is on demand.
On June 13, 2012, the Company exchanged $ 67,159 in debt owed to Keming Li for 671,590 shares of common stock at fair market value of $ 0.10 per share.
From the period of July 1, 2012 to December 31, 2012, the company’s formerly officer Keming Li additionally loaned $15,104 to First America Resources formerly known as Golden Oasis New Energy Group Inc without interest without written agreement. The payment term is on demand.
On February 6, 2013, Mr. Keming Li sold his shares to Mr. Jian Li, and Mr. Jian Li became the loan holder for all the prior loans advanced by formerly officer Mr. Keming Li. As of June 30, 2013, the total loans from shareholder or officer was $30,787.
For the period of July to September 2013, the officer and shareholder Jian Li additionally loaned $ 22,000 to the Company for continually operating of the business.
Therefore, there’s total of $ 52,787 outstanding loan from officer and director, Jian Li as of September 30, 2013.
F-13
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (CONTINUED)
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of September 30, 2013 total 5,388,010 shares were issued to officers and directors. Please see the Table below for details:
|
Name
|
Title
|
Share QTY
|
Date
|
% of Common Share
|
|
Jian Li
|
CEO & President
|
5,388,010
|
2/6/2013
|
81.47%
|
|
Total
|
5,388,010
|
81.47%
|
*The percentage of common shares was based on the total outstanding shares of 6,613,090 as of September 30, 2013.
NOTE D – SHAREHOLDERS’ EQUITY
Common Stock
Under the Company’s Articles of Incorporation dated May 10, 2010, the Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0.001.
On May 10, 2010, the Company was incorporated in the State of Nevada.
On May 10, 2010, three founders of the Company, Keming Li, Guoling Jin, and Madison Li purchased 5,000,000 shares at $0.005 per share. The proceeds of $ 25,000 were received.
On December 23, 2010, additional 611,500 common shares were issued at $0.01 per share to 31 shareholders. The proceeds of $6,115.00 were received.
On March 31, 2011, 100,000 shares were issued to Michael Williams for legal services at 0.10 per share.
On September 8, 2011, 60,000 common shares were issued at $0.10 per share to six non-affiliated shareholders. The proceeds of $ 6,000.00 were received.
F-14
FIRST AMERICA RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE D – SHAREHOLDERS’ EQUITY (CONTINUED)
Common Stock (Continued)
On June 13, 2012, the Company exchanged $ 67,159 in debt owed to Keming Li for 671,590 shares of common stock at fair market value of $ 0.10 per share.
On June 13, 2012, 50,000 shares were issued to Pivo Associates for services at 0.10 per share.
On February 6, 2013, Mr. Keming Li, Ms. Guolin Jin, Ms Madison Li together sold total 5,388,010 shares to Mr. Jian Li.
On July 1, 2013, 120,000 shares were issued to Williams Securities Law Firm for legal services at 0.10 per share.
Therefore, as of September 30, 2013, the total 6,613,090 shares were issued and outstanding.
NOTE E– GOING CONCERN
The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate revenues.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
As of September 30, 2013 the cash and cash equivalent balance was $ 6,385 and there is cumulative loss of $179,635 for the cumulative period from May 10, 2010 (Date of Inception) to September 30, 2013.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
F-15
Exhibit A - Operating Expense Details
|
Three
Month Ended |
Three
Month Ended |
Cumulative from
May 10, 2010 (DateSeptember 30,
|
||||||||||
|
2013
|
2012
|
2013
|
||||||||||
|
Expense
|
||||||||||||
|
Advertising and Promotion
|
$ | - | $ | - | $ | 100 | ||||||
|
Automobile expense
|
$ | - | $ | - | $ | 7 | ||||||
|
Bank Service Charges
|
$ | 98 | $ | 140 | $ | 788 | ||||||
|
Business Licenses and Permits
|
$ | - | $ | - | $ | 881 | ||||||
|
Computer and Internet Expense
|
$ | - | $ | - | $ | 971 | ||||||
|
Consulting fee
|
$ | 500 | $ | 3,526 | ||||||||
|
Garbage Expense
|
$ | - | $ | 115 | $ | 1,044 | ||||||
|
Postage and Delivery
|
$ | - | $ | 251 | $ | 491 | ||||||
|
Professional Fees
|
$ | 27,150 | $ | 18,738 | $ | 145,693 | ||||||
|
Registration & License
|
$ | 999 | ||||||||||
|
Rent Expenses
|
$ | - | $ | 1,994 | $ | 20,884 | ||||||
|
Security Certification Fee
|
$ | 2,209 | $ | 2,834 | ||||||||
|
Sales Tax Expenses
|
$ | - | $ | - | $ | 94 | ||||||
|
Utilities
|
||||||||||||
|
Electricity Expense
|
$ | - | $ | 165 | $ | 2,950 | ||||||
|
Gas Expenses
|
$ | - | $ | - | $ | 550 | ||||||
|
Total Utilities
|
$ | - | $ | 165 | $ | 3,500 | ||||||
|
Website Expense
|
$ | - | $ | - | $ | 1,833 | ||||||
|
Total Expense
|
$ | 29,957 | $ | 21,403 | $ | 183,645 | ||||||
F-16
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
The Corporation was originally known as Golden Oasis New Energy Group, Inc. when formed. The Corporation amended its Articles of Incorporation as follows: The Corporation changed its name from Golden Oasis New Energy Group, Inc. to First America Resources Corporation. The effective date of the amendment was when final approval from FINRA was received, which was August 26, 2013.
We were previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner's lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.
On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group Inc a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group Inc, and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group Inc, and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the Vice-president and Secretary of the Company.
In connection with this change of control, we discontinued our current business. It is anticipated we will acquire First America Metal Corporation, a business owned primarily by Mr. Jian Li, in the next few months, depending upon completion of audit and preparation of required filing on Form 8-K. First America Metal Corporation in Morris, IL which is an international scrap metal company specializing in recycling of Non-Ferrous material and become one of a large exporter of scrap metal in the Midwest. Management anticipates that that company after acquisition will be competitive in pricing of Copper, Brass, Stainless, Aluminum, High Temp Alloys, Zinc, Tin, Cobalt, and Tungsten Alloys.
Results of Operations
For the three month period for September 30, 2013 vs. September 30, 2012:
Revenue
The Company had $ 0.00 and $7,093 revenue for the fiscal quarters ended at September 30, 2013 and 2012.
Cost of Revenue
For the fiscal quarters ended September 30, 2013 and 2012, $ 0.00 and $ 4,423 Cost of Goods Sold was recorded.
4
Expense
Our expenses consist of selling, general and administrative expenses as follows:
For the three months ended September 30, 2013 and 2012, there were total of $29,957, and $21,403 operating expenses.
For the cumulative period from May 10, 2010 to September 30, 2013, there were total of $183,645 operating expenses. Detail is shown in the below table:
Operating Expense Details
|
Three
Month Ended |
Three
Month Ended |
Cumulative from
May 10, 2010 (Date of Inception) Through |
|||||||||||
|
September 30,
|
September 30,
|
September 30, | |||||||||||
|
2013
|
2012
|
2012
|
|||||||||||
|
Expense
|
|||||||||||||
|
Advertising and Promotion
|
$ | - | $ | - | $ | 100 | |||||||
|
Automobile expense
|
$ | - | $ | - | $ | 7 | |||||||
|
Bank Service Charges
|
$ | 98 | $ | 140 | $ | 788 | |||||||
|
Business Licenses and Permits
|
$ | - | $ | - | $ | 881 | |||||||
|
Computer and Internet Expense
|
$ | - | $ | - | $ | 971 | |||||||
|
Consulting fee
|
$ | 500 | $ | 3,526 | |||||||||
|
Garbage Expense
|
$ | - | $ | 115 | $ | 1,044 | |||||||
|
Postage and Delivery
|
$ | - | $ | 251 | $ | 491 | |||||||
|
Professional Fees
|
$ | 27,150 | $ | 18,738 | $ | 145,693 | |||||||
|
Registration & License
|
$ | 999 | |||||||||||
|
Rent Expenses
|
$ | - | $ | 1,994 | $ | 20,884 | |||||||
|
Security Certification Fee
|
$ | 2,209 | $ | 2,834 | |||||||||
|
Sales Tax Expenses
|
$ | - | $ | - | $ | 94 | |||||||
|
Utilities
|
|||||||||||||
|
Electricity Expense
|
$ | - | $ | 165 | $ | 2,950 | |||||||
|
Gas Expenses
|
$ | - | $ | - | $ | 550 | |||||||
|
Total Utilities
|
$ | - | $ | 165 | $ | 3,500 | |||||||
|
Website Expense
|
$ | - | $ | - | $ | 1,833 | |||||||
|
Total Expense
|
$ | 29,957 | $ | 21,403 | $ | 183,645 | |||||||
We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the three months period ended September 30, 2013 and 2012 respectively due to the net operation loss in USA.
5
Net Loss
We incurred net losses of $ 29,957 and $18,733 for the three months period ended September 30, 2013 and 2012, and $179,635 for the cumulative period of May 10, 2010 to September 30, 2013.
Foreign Currency Translation
The Company has determined the United States dollars to be its functional currency for First America Resources Corporation f/k/a Golden Oasis New Energy Group, Inc. There were no foreign currency translation effects on our financial presentation.
Liquidity and Capital Resources
|
At September 30,
|
At June 30,
|
|||||||
|
2013
|
2013
|
|||||||
|
Current Ratio
|
0.12 | 0.01 | ||||||
|
Cash
|
$ | 6,385 | $ | 383 | ||||
|
Working Capital
|
$ | (48,361 | ) | $ | (30,404 | ) | ||
|
Total Assets
|
$ | 6,385 | $ | 383 | ||||
|
Total Liabilities
|
$ | 54,746 | $ | 30,787 | ||||
|
Total Equity
|
$ | (48,361 | ) | $ | (30,404 | ) | ||
|
Total Debt/Equity
|
-1.13 | -1.01 | ||||||
|
Current Ration = Current Asset / Current Liabilities
|
||||||||
|
Working Capital = Current asset - Current Liabilities
|
||||||||
|
Total Debt / Equity = Total Liabilities / Total Shareholders' Equity
|
||||||||
The Company had cash and cash equivalents of $ 6,385 at September 30, 2013 and negative working capital of $48,361. There were total liabilities of $54,746 at September 30, 2013.
On February 6, 2013, Mr. Keming Li sold his shares to Mr. Jian Li, and Mr. Jian Li became the loan holder for all the prior loans advanced by formerly officer Mr. Keming Li. As of June 30, 2013, the total loans from shareholder or officer was $30,787. For the period of July to September 2013, the officer and shareholder Jian Li additionally loaned $ 22,000 to the Company for continually operating of the business. Therefore, there’s total of $ 52,787 outstanding loan from officer and director, Jian Li as of September 30, 2013. The loans are oral, have no established interest rate and are due upon demand.
Until we generate operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, will be funded by Jian Li, our president and Director. Mr. Li is not obligated to pay these costs and any costs advanced will be treated as a demand loan with to be agreed interest. These costs are estimated to be less than $45,000 annually until we close our potential acquisition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.
6
After our potential acquisition, we may still need to secure additional debt or equity funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described above.
Our lack of revenues and cash raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at September 30, 2013 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at September 30, 2013, our disclosure controls and procedures are not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
7
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
(a) Unregistered Sales of Equity Securities.
The Registrant did not sell any unregistered securities during the three months ended September 30, 2013 except as follows: On July 1, 2013, 120,000 shares were issued to Michael T. Williams of Williams Securities Law Firm for legal services at $0.10 per share, our trading price on date of issuance.
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance to a US citizen and resident.
We believed that Section 4(2) of the Securities Act of 1933 was available because:
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions.
|
|
·
|
Restrictive legends were and will be placed on all certificates issued as described above.
|
|
·
|
The distribution did not involve general solicitation or advertising.
|
|
·
|
The distributions were made only to an accredited investor, our attorney.
|
(b) Use of Proceeds.
The Registrant did not sell any unregistered securities for cash during the three months ended September 30, 2013.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
8
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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
|
101.INS
|
XBRL Instance Document**
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
________________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
First America Resources Corporation, a Nevada corporation
|
Title
|
Name
|
Date
|
Signature
|
|||
|
Principal Executive Officer
|
Jian Li
|
November 12, 2013
|
/s/ Jian Li
|
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
|
/s/ Jian Li
|
Jian Li
|
Principal Executive Officer,
|
November 12, 2013
|
|||
|
Principal Financial Officer and
Principal Accounting Officer and Director
|
10
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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
|
101.INS
|
XBRL Instance Document**
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
________________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
11