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 ~~June~~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 ~~September~~November 2917, 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	54
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

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

First America Resources Corporation

Condensed Consolidated Financial Statements (Unaudited)

Contents

Condensed Balance Sheets - June 30, 2025 and December 31, 2024		5
Condensed Consolidated Balance Sheets - September 30, 2025 and December 31, 2024		5
Condensed Statements of Operations - Three and Six Months Ended June 30, 2025 and 2024		6
Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2025 and 2024		6
Condensed Statements of Stockholders’ Deficit - Three and Six Months Ended June 30, 2025 and 2024		7
Condensed Consolidated Statements of Stockholders’ Deficit - Three and Nine Months Ended September 30, 2025 and 2024		7
Condensed Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024		8
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024		8
Notes to Unaudited Financial Statements		9

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FIRST AMERICA RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2025 AND DECEMBER 31, 2024
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Assets
Current assets
Cash	$	~~150~~399,~~805~~894		$	459,022
Accounts receivable, net of allowance for doubtful accounts of $260,000 and $110,000, respectively		2,655,845			1,520,678
Accounts receivable, net		2,532,474			1,520,678
Accounts receivable, related party, First America Metal Corp.		~~349~~220,~~822~~401			466,449
Prepaid expenses		814,~~820~~500			230,460
Total current assets		3,~~238~~157,~~292~~269			2,676,609
Long term assets
Property and equipment, net		~~310~~381,~~908~~941			261,683
Right of use assets		21,~~152~~857,~~557~~481			2,733,047
Goodwill		750,000			750,000
Deposits		~~475~~501,~~875~~399			451,882
Total long term assets		3,~~689~~490,~~340~~821			4,196,612
Total assets	$	6,~~927~~648,~~632~~090		$	6,873,221
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	12,~~985~~204,~~679~~436		$	1,037,551
Accounts payable, related party, First America Metal Corp.		1,~~519~~166,~~183~~883			2,302,980
Accrued expenses		31,~~645~~045			252,940
Accrued interest		4966,~~260~~635			54,333
Lease liability, current portion		1905,~~073,665~~104			1,188,863
Financed insurance policy		~~49,956~~-			195,302
Notes payable, current portion		1,~~540~~456,~~768~~515			1,063,218
Total current liabilities		65,~~250~~830,~~156~~618			6,095,187
Lease liability, net of current portion		1,~~152~~018,~~323~~780			1,618,435
Notes payable, net of current portion		~~606~~666,~~899~~677			528,597
Total liabilities		87,~~009~~516,~~378~~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 June 30, 2025 and December 31, 2024, respectively		87,964			87,964
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,~~926~~712,~~670~~909	)		(3,213,922	)
Total stockholders' deficit		(1867,~~081,746~~985	)		(1,368,998	)
Total liabilities and stockholders' deficit	$	6,~~927~~648,~~632~~090		$	6,873,221

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

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FIRST AMERICA RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

For the three months ended

For the ~~six~~nine months ended

June 30,

September 30,

2025

2024

2025

2024

Revenues

45,~~822~~470,~~842~~273

34,~~699~~582,~~288~~419

814,~~847~~318,~~835~~108

712,~~854~~437,~~888~~307

Cost of revenues

2,~~343~~533,~~044~~646

1,~~594~~958,~~628~~404

46,~~095~~628,~~204~~850

35,~~619~~577,~~072~~476

Gross profit

2,~~479~~936,~~798~~627

2,~~104~~624,~~660~~015

47,~~752~~689,~~631~~258

46,~~235~~859,~~816~~831

Operating expenses

General and administrative

~~544~~588,~~631~~804

~~461~~524,~~840~~102

1,~~253~~841,~~131~~935

~~950~~1,~~250~~474,352

Payroll expenses

1,~~261~~364,~~144~~458

1,~~142~~217,~~527~~441

23,~~375~~740,~~853~~311

23,~~206~~423,~~489~~930

Professional fees

86173,~~369~~490

5425,~~030~~958

~~145~~319,~~715~~205

~~114~~140,~~900~~858

Advertising and marketing

3248,~~564~~632

3616,~~154~~833

73122,~~966~~598

4865,~~835~~668

Rent and lease

~~440~~488,~~928~~621

~~348~~416,~~523~~549

~~867~~1,~~506~~356,127

~~708~~1,~~764~~125,313

Depreciation and amortization

1825,~~933~~085

18,~~338~~357

3661,~~892~~977

3452,~~329~~686

Total operating expenses

2,~~384~~689,~~569~~090

2,~~061~~219,~~412~~240

47,~~753~~442,~~063~~153

46,~~063~~282,~~567~~807

Income (loss) from operations

95,229

43,248

(432

)

172,249

Income from operations

247,537

404,775

247,105

577,024

Other income (expense)

Interest expense

(3536,~~875~~299

)

(2428,~~235~~010

)

(6198,~~789~~088

)

(5078,~~882~~892

)

Other income

2,~~769~~523

63,~~134~~153

~~349~~351,~~473~~996

912,~~163~~316

Total other income (expense)

(33,~~106~~776

)

(1824,~~101~~857

)

~~287~~253,~~684~~908

(4166,~~719~~576

)

Net income

62213,~~123~~761

25379,~~147~~918

~~287~~501,~~252~~013

~~130~~510,~~530~~448

Income per share - basic and diluted

0.00

0.0001

Weighted average shares outstanding - basic and diluted

87,964,090

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

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FIRST AMERICA RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
	Common Stock				Common Stock - METech						AdditionalPaid 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.

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FIRST AMERICA RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
	For the six months ended
	For the nine months ended
	June 30,
	September 30,
	2025			2024
Operating activities
Net income	$	~~287~~501,~~252~~013		$	~~130~~510,~~530~~448
Adjustments to reconcile net income to net cash provided by
Adjustments to reconcile net income to net cash provided by operating activities:
(used in) operating activities:
Depreciation and amortization		61,977			52,686
Depreciation and amortization		36,892			34,329
Bad debt expense		177,447			-
Bad debt expense		154,953			-
Financed repair costs		37,132			-
Financed repair costs		28,004			-
Changes in operating assets and liabilities:
Accounts receivable		(1943,~~173,493~~195	)		(~~746~~686,~~145~~632	)
Deposits		(2349,~~993~~517	)		(69,~~101~~254	)
Prepaid expenses		~~148~~225,~~640~~960			~~130~~207,~~483~~803
Accounts payable		~~664~~530,~~331~~788			~~781~~739,~~315~~216
Accrued expenses		(221,~~295~~895	)		(~~142~~143,~~941~~704	)
Accrued interest		(512,~~073~~302	)		~~(13,560~~471	)
Right of use assets and lease liabilities		(~~820~~7,848	)		(12,~~269~~128	)
Financed insurance policy		(~~145~~195,~~346~~302	)		(~~148~~198,~~215~~171	)
Net cash provided by (used in) operating activities		~~(249~~128,~~948~~862	)		18474,~~426~~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		(~~208~~336,~~269~~490	)		(834,~~762~~419	)
Net cash used in financing activities		(58186,~~269~~490	)		(834,~~762~~419	)
Net decrease in cash	$	(308,217	)	$	(64,359	)
Net increase (decrease) in cash		(59,128	)		366,549
Cash - beginning of period		459,022			145,114
Cash - end of period	$	~~150~~399,~~805~~894		$	80511,~~755~~663
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	6685,~~862~~786		$	6478,~~442~~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	$	86180,~~117~~735		$	2161,880
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.

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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 ~~June~~September 30, 2025, and 2024.

Recently Issued Accounting Standards

During the period ended ~~June~~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.

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FIRST AMERICA RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 – Concentrations

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

	Revenues						Accounts Receivable
	2025			2024			2025			2024
Customer A		1513	%		22	%	*	11	%		22	%
Customer B		13	%		1113	%	*			*
Customer C	*	10	%		1613	%		21	%		22	%
Customer D	*			*			*	16	%		14	%
Customer E	*			*				10	%	*

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

	Accounts Payable
	2025			2024
Vendor A		4335	%		69	%

Note 7 – Related Party Transactions

At ~~June~~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 ~~June~~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 ~~June~~September 30, 2025, and December 31, 2024, accounts payable due to FAMC totaled $1,~~519~~167,000 and $2,303,000, respectively, and accounts receivable due from FAMC totaled $~~350~~220,000 and $466,000, respectively.

At ~~June~~September 30, 2025, and December 31, 2024, outstanding notes payable due to the former owner or METech, totaled $9832,000 and $250,000, respectively.

Note 8 – Employee Retention Credit

During the period ended ~~June~~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.

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 ~~June~~September 30, 2025 and 2024

For the three months ended ~~June~~September 30, 2025, our revenue was $45,~~823~~470,000, as compared to $34,~~699~~582,000, for the three months ended ~~June~~September 30, 2024. The increase in revenue of 3019% 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 ~~June~~September 30, 2025, and 2024 were $2,~~343~~534,000 and $1,~~595~~958,000, respectively, resulting in gross margins of 5154% 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 ~~June~~September 30, 2025, operating expenses were $2,~~385~~689,000 as compared to $2,~~061~~219,000 for the same period in 2024, an increase of $~~324~~470,000 or 1621%. General and administrative expenses increased by $8365,000 from $~~462~~524,000 to $~~545~~589,000, payroll expenses increased $~~118~~147,000 from $1,~~143~~217,000 to $1,~~261~~364,000 and rent and lease expenses increased by $9272,000 from $~~349~~417,000 to $~~441~~489,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $5426,000 during the three months ended ~~June~~September 30, 2024, to $86173,000 for the three months ended ~~June~~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 ~~June~~September 30, 2025, was $95248,000 as compared to $43405,000 for the prior year period.

Other income and expenses included $36,000 in interest expenses during the three months ended ~~June~~September 30, 2025, compared to $2428,000 in the prior year. We expect interest expenses to increase as the Company obtains additional funding.

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

For the ~~six~~nine months ended ~~June~~September 30, 2025, our revenue was $814,~~848~~318,000, as compared to $712,~~855~~437,000, for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase in revenue of 1315% 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 ~~six~~nine months ended ~~June~~September 30, 2025, and 2024 were $46,~~095~~629,000 and $35,~~619~~577,000, respectively, resulting in gross margins of 54% and 5455%, respectively. The primary components of cost of revenues include freight and material processing, which comprise the majority of the costs.

For the ~~six~~nine months ended ~~June~~September 30, 2025, operating expenses were $47,~~753~~442,000 as compared to $46,~~064~~283,000 for the same period in 2024, an increase of $~~323~~1,159,000 or 1318%. General and administrative expenses increased by $~~303~~368,000 from $~~950~~1,474,000 to $1,~~253~~842,000, payroll expenses increased by $~~170~~316,000 from $23,~~206~~424,000 to $23,~~376~~740,000 and rent and lease expenses increased by $~~159~~231,000 from $~~709~~1,125,000 to $~~868~~1,356,000. These increases were driven by the expansion in operations and are consistent with the increase in revenues. Professional fees increased from $~~115~~141,000 during the ~~six~~nine months ended ~~June~~September 30, 2024, to $~~146~~319,000 for the ~~six~~nine months ended ~~June~~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 ~~loss~~income from operations for the ~~six~~nine months ended ~~June~~September 30, 2025, was $~~400~~247,000 as compared to ~~income from operations of~~ $~~172~~577,000 for the prior year period.

Other income and expenses included $6298,000 in interest expenses during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $5179,000 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 ~~six~~nine months ended ~~June~~September 30, 2025.

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Liquidity and Capital Resources

At ~~June~~September 30, 2025, we had cash totaling $~~151~~400,000 as compared to cash totaling $459,000 at December 31, 2024. Our cash flows ~~used~~provided inby operations were $~~250~~129,000 for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to ~~cash provided by operations of~~ $18475,000 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 $~~-0-~~1,500 and $74,000 for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively. We expect investing expenditures to increase as the Company expands operations.

For the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, cash flows used in financing activities were $58186,000 and $934,000, 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 ~~June~~September 30, 2025, we did not have any material off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 ~~June~~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 ~~June~~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 ~~June~~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.

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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

~~The following table discloses the shares of our common stock issued in the acquisition of METech Recycling, Inc~~None.:

Name	Number of Shares
First America Metal Corp.		29,056,000
First America Management Group Corp.		50,944,000
Total Shares issued		80,000,000

First America Metal Corp. and First America Management Group Corp. are entirely owned by Mr. Li, our director, chief executive and financial officer and the owner of a majority of our common stock, who, by virtue of the related-party nature of the transaction, has full business and financial information about us. We have relied on Section 4(a)(2) for an exemption from the registration requirement of Section 5 under the Securities Act of 1933. No broker or finder is involved with the transaction, and no commissions or fees are being paid.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

(a) Exhibits.

Exhibit No.		Document Description
31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.**
101.INS		Inline XBRL Instance Document**
101.SCH		Inline XBRL Taxonomy Extension Schema Document**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_____________

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

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

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

First America Resources Corporation, a Nevada corporation

Title		Name		Date		Signature
Principal Executive Officer and Principal Financial Officer		Jian Li		~~September~~November 2917, 2025		/s/ Jian Li

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EXHIBIT INDEX

Exhibit No.		Document Description
31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Stockholders’ Deficit, and (v) the Notes to the Financial Statements.**
101.INS		Inline XBRL Instance Document**
101.SCH		Inline XBRL Taxonomy Extension Schema Document**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

____________

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