UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ~~June~~December 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 000-56816

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: ~~None~~ Common Stock, $0.001 par value

(Title of class)

___________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 Act). Yes ~~☒ No~~ ☐ No ☒

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 787,964,090 shares as of ~~September~~March 2731, ~~2024~~2026

TABLE OF CONTENTS

PART I
Item 1.	~~Description of~~ Business	4
Item 1A.	Risk Factors	47
Item 1B.	Unresolved Staff Comments	47
Item 2.	~~Description of Property~~Properties	57
Item 3.	Legal Proceedings	57
Item 4.	Mine Safety Disclosures	57
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	68
Item 6.	~~Selected Financial Data~~[Reserved]	68
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	79
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1016
Item 8.	Financial Statements	1117
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosures	1218
Item 9A.	Controls and Procedures	1218
Item 9B.	Other Information	1319
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1420
Item 11.	Executive Compensation	1521
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1722
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1823
Item 14.	Principal Accountant Fees and Services	1823
Item 15.	Exhibits	1924

Table of Contents

USE OF PRONOUNS AND OTHER WORDS

The pronouns “we”, “us”, “our” and the equivalent used in this offering circular mean First America Resources Corp. and our consolidated subsidiary METech Recycling, Inc. (METech), a Delaware corporation. In the footnotes to our financial statements, the “Company” means First America Resources Corp. and our consolidated subsidiary. The pronoun “you” means the reader of this annual report on Form 10-K.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”), and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that First America Resources Corporation (hereinafter referred to as “we,” “us,” “our,” ”“Corporation,” “the Company,” “our Company” or “First America Resources Corporation”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

Table of Contents

PART I

Item 1. ~~Description of~~ Business

~~General~~Corporate History

~~Organization~~First ~~and~~America ~~Current~~Resources ~~Status/Contemplated~~Corporation ~~Acquisition~~(the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada in 2010 under the name Golden Oasis New Energy Group, Inc. In 2014, the Company changed its name to First America Resources Corporation.

~~First~~The ~~America~~Company’s ~~Resources Corporation~~principal isexecutive aoffices ~~Nevada~~are ~~corporation~~located ~~formed on May 10, 2010, with registered address~~ at ~~1955 Baring Blvd., Sparks, Nevada 89434. First America Resources Corporation has offices at~~ 1000 East Armstrong Street, Morris, ILIllinois 60450, and ~~contact~~its telephone number is (815-) 941-9888.

~~The~~METech ~~Corporation was originally known as Golden Oasis New Energy Group~~Recycling, Inc. ~~when~~(“METech ~~formed.~~Recycling” ~~The~~or ~~Corporation~~“METech”), ~~amended~~our ~~its~~wholly ~~Articles~~owned ofsubsidiary, ~~Incorporation~~is asheadquartered ~~follows:~~in ~~The~~Gilroy, ~~Corporation~~California ~~changed~~and ~~its~~has ~~name~~been ~~from~~engaged ~~Golden~~in ~~Oasis~~recycling ~~New~~operations ~~Energy~~since ~~Group~~1968, ~~Inc.~~with tobusiness ~~First~~origins ~~America~~dating ~~Resources~~back ~~Corporation.~~to ~~The~~1875 ~~effective~~in ~~date~~precious ofmetal ~~the~~recovery ~~amendment~~and ~~was~~refining ~~when final approval from FINRA was received, which was August 26, 2014~~activities.

WeFollowing ~~were previously engaged in selling~~ the ~~lithium-ion~~business ~~batteries~~combination ~~and~~described ~~related power supplies that mainly are used~~ in ~~mobile~~the ~~and~~Company’s ~~consumer~~Report ~~electronics~~on ~~products,~~Form ~~such~~8-K asdated ~~readers,~~July ~~DVD players~~18, ~~digital cameras and digital video recorders~~2025, ~~communications~~METech ~~products,~~Recycling ~~electric-power~~operates ~~bikes~~as ~~and~~a ~~mopeds,~~wholly ~~miner's~~owned ~~lamps,~~subsidiary ~~electric-power~~of ~~tools,~~the ~~electric-power~~Company ~~sources for instruments~~ and ~~meters~~represents ~~and~~the ~~other~~Company’s ~~similar~~operating ~~electrical equipment that can run on batteries~~business.

OnTechnology ~~February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President~~ and ~~Director~~Data‑Driven of Golden Oasis New Energy Group, Inc., a Nevada corporation (the "Issuer"), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the "Purchaser"), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice-President, Secretary of the Company.Processing

InThe ~~connection~~Company ~~with~~utilizes ~~this~~internally ~~change~~developed ofand ~~control,~~commercially weavailable ~~discontinued~~software ~~our~~systems ~~current~~to ~~business.~~support Itoperational ~~is anticipated we will acquire FAMCe (formerly known as First America Metal Corporation)~~decision‑making, aasset ~~business owned primarily by Mr. Jian Li~~tracking, ~~or another operating company, depending upon completion of audit~~ and ~~preparation~~materials ofprocessing. ~~required~~These ~~filing~~systems onincorporate ~~Form~~automated ~~8-K,~~data ~~which~~analysis wetools ~~currently~~designed ~~hope~~ to ~~complete~~assist inwith ~~the~~equipment ~~next~~identification, 12materials ~~months~~classification, ~~but~~inventory ~~may~~management, ~~take~~and ~~longer~~pricing ~~than such currently anticipated dates~~evaluation.

~~FAMCe~~The inCompany ~~Morris,~~has ILimplemented istechnology‑assisted ansorting ~~international~~and ~~scrap~~evaluation ~~metal~~tools ~~company~~that ~~specializing~~use inmachine ~~recycling~~learning oftechniques ~~non-ferrous~~to ~~and~~improve ~~electronic~~the ~~material~~identification and ~~has~~classification ~~become one large exporter~~ of ~~scrap~~incoming ~~metal~~electronic inequipment ~~the Midwest. FAMCe is operating a business branch in Fort Worth, Texas since November 2014~~ and ~~operating the Georgia branch since January 2016~~components. ~~Management~~These ~~anticipates~~systems ~~that~~support ~~after~~operational ~~acquisition~~workflows weby ~~will~~assisting bepersonnel ~~competitive~~ in ~~pricing~~determining ofwhether ~~some~~equipment oris ~~all~~suitable offor ~~the following~~refurbishment, ~~depending upon market conditions which can change~~resale, ~~even~~or ~~rapidly, from time-to-time: Copper, Brass, Stainless, Aluminum, High Temp Alloys, Zinc, Tin, Cobalt, Tungsten Alloys, and electronic material~~recycling.

~~Our~~In ~~Employee~~addition, the Company utilizes data analytics and algorithmic pricing models to evaluate secondary market pricing for refurbished equipment and electronic components. These tools assist management in evaluating resale opportunities and optimizing recovery value from IT assets.

~~Our~~The ~~only~~Company ~~employee~~continues isto ~~our~~evaluate ~~management.~~the Weuse ~~have~~of noautomation ~~collective~~and ~~bargaining~~data‑driven ~~agreement~~tools, ~~with~~including ~~our~~artificial ~~employee.~~intelligence‑based Wesystems, ~~consider~~to ~~our~~improve ~~relationship~~operational ~~with~~efficiency, ~~our~~asset ~~employee~~classification, toand bematerials ~~excellent~~recovery processes.

Table of Contents

Overview of Our Business

The Company operates in the IT asset disposition (“ITAD”) and electronics recycling industry. Our services include refurbishment and resale of IT equipment, secure data destruction, electronics recycling and material recovery, data center decommissioning, and lifecycle management of technology assets.

We refurbish electronic equipment and recover usable components and materials from end‑of‑life devices. Refurbishable equipment is tested, sanitized, and resold through secondary markets, while non‑usable equipment is processed for material recovery.

Products handled by the Company include laptops, desktop computers, servers, networking equipment, SAN and NAS storage systems, telecommunications equipment, monitors, storage devices, processors, memory, and other IT components used in enterprise and industrial applications.

Our Services

IT Asset Disposition (ITAD)

We provide enterprise IT asset disposition services including equipment collection, logistics coordination, asset tracking, equipment testing, data destruction, refurbishment, resale preparation, and responsible recycling.

Data Security

Data-bearing devices are sanitized or destroyed in accordance with recognized industry standards including NIST Special Publication 800-88 Guidelines for Media Sanitization and U.S. Department of Defense (DoD) 5220.22-M standards.

Artificial Intelligence Infrastructure Lifecycle Services

The Company provides services related to the retirement and replacement of computing infrastructure associated with artificial intelligence and high-performance computing environments. As enterprises upgrade data center infrastructure to support artificial intelligence workloads, the Company assists customers with the removal, transportation, and processing of legacy servers, storage systems, and networking equipment.

These projects typically involve large-scale server decommissioning and asset disposition activities associated with the replacement of conventional computing infrastructure with AI optimized hardware. The Company provides logistics coordination, asset tracking, equipment testing, data sanitization, and recycling services for these systems.

Equipment removed from AI-related infrastructure upgrades is evaluated for refurbishment, resale in secondary markets, or material recovery through the Company’s electronics recycling processes.

Data Center Decommissioning

We assist customers with data center infrastructure upgrades and decommissioning projects, including removal, transportation, and secure processing of servers and networking equipment.

Electronics Recycling

Non-refurbishable equipment is dismantled and processed using mechanical separation technologies designed to recover metals and other materials.

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Renewable Energy and Emerging Technology Recycling

The Company also processes certain emerging technology equipment including solar panels, electric vehicle batteries, and high-performance computing systems.

Customers

The Company serves a diverse customer base across several sectors including technology companies, telecommunications providers, defense contractors, educational institutions, and government agencies.

A significant portion of the electronic equipment processed by the Company originates from enterprise IT asset disposition programs and data center decommissioning projects.

The Company has established relationships with large enterprise organizations, including companies that are components of the Fortune 500, which utilize the Company’s services for IT asset disposition, electronics recycling, and technology lifecycle management.

Competition

The electronics recycling and IT asset disposition industry is competitive and includes regional, national, and international operators engaged in electronics recycling, IT asset management, and materials recovery services.

Some competitors may have greater financial resources or broader geographic coverage than the Company.

The Company seeks to compete based on several operational factors including the use of data‑driven processing systems that assist with equipment classification and pricing analysis, established enterprise customer relationships, compliance with environmental and data security standards, and operational locations positioned to support customers across multiple regions of the United States.

Through its operational network and logistics capabilities, the Company is able to provide service coverage to customers across a substantial portion of the United States.

Properties and Operational Assets

The Company operates facilities used for electronics processing, refurbishment, logistics, and administrative functions.

The Company’s principal processing facility and headquarters are located in Gilroy, California. Additional operational locations support logistics, asset management, and processing activities in several states including Utah, Colorado, Massachusetts, and North Carolina.

In addition to its physical facilities, the Company utilizes operational systems and technology infrastructure that support asset tracking, logistics coordination, and data‑driven processing workflows.

The Company has developed internal systems that incorporate automated sorting tools, asset tracking platforms, and pricing analysis models designed to assist management in evaluating resale and recycling opportunities for incoming equipment.

The Company believes that its operational infrastructure, technology systems, and management experience support the efficient processing and recovery of electronic equipment.

Table of Contents

Government Regulation

Our operations are subject to federal, state, and local regulations governing environmental protection, hazardous materials management, workplace safety, and transportation of electronic waste.

Applicable regulations include the Resource Conservation and Recovery Act (RCRA), Environmental Protection Agency (EPA) regulations, Occupational Safety and Health Administration (OSHA) standards, and California Department of Toxic Substances Control (DTSC) oversight.

Environmental Matters

The Company handles electronic equipment that may contain regulated materials and maintains environmental compliance programs designed to ensure compliance with applicable environmental regulations. These programs include environmental health and safety oversight, hazardous materials tracking and reporting, employee training, internal inspections, and relationships with licensed waste disposal vendors.

Human Capital Resources

As of the date of this report, the Company employs approximately 60 full‑time employees across executive management, finance, environmental health and safety, sales and marketing, operations and logistics, customer service, and information technology functions.

Item 1A. Risk Factors

Not required for Smaller Reporting Companies.

Item 1B. Unresolved Staff Comments

None.

4 Table of Contents

Additional Information

We are a public company and file annual, quarterly, and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street NE, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.

Item 2. Description of Property

Our ~~business~~corporate office address is at 1000 East Armstrong Street, Morris, IL 60450. Space is being provided at no charge by FAMCe (formerly known as First America Metal Corporation). The property is adequate for our current needs. We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

~~The~~As ~~property~~described isabove, ~~adequate for~~ our ~~current~~operating ~~needs.~~subsidiary Weoperates doa ~~not~~number ~~intend~~of toleased ~~renovate,~~facilities ~~improve,~~used orfor ~~develop~~electronics ~~properties.~~processing, Werefurbishment, ~~are~~logistics, ~~not subject to competitive conditions for property~~ and ~~currently have no~~administrative ~~property to insure~~functions. WeThe ~~have~~Company’s noprincipal ~~policy~~processing ~~with~~facility ~~respect to investments in real estate or interests in real estate~~ and noheadquarters ~~policy~~are ~~with~~located ~~respect to investments~~ in ~~real~~Gilroy, ~~estate mortgages~~California. ~~Further,~~Additional weoperational ~~have~~locations nosupport ~~policy~~logistics, ~~with~~asset ~~respect~~management, toand ~~investments~~processing activities in ~~securities~~several ofstates orincluding ~~interests~~Utah, inColorado, ~~persons~~Massachusetts, ~~primarily~~and ~~engaged~~North ~~in real estate activities~~Carolina.

Item 3. Legal Proceedings

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.

Item 4. Mine Safety Disclosures

~~None~~Not applicable.

57 Table of Contents

PART II

Trading History

Our common stock, $0.001 par value, is quoted on the Over-The-Counter Markets under the symbol “FSTJ.” There are 500,000,000 shares authorized, 87,964,090 shares outstanding, 1,576,080 shares in the public float, and 47 shareholders of record.

Bid Information*

Financial Quarter Ended	High Bid		Low Bid
June 30, 2024	$	.18	$	.18
December 31, 2025	$	0.590	$	0.250
March 31, 2024	$	.18	$	.18
September 30, 2025	$	0.250	$	0.005
December 31, 2023	$	.21	$	.21
June 30, 2025	$	0.005	$	0.005
September 30, 2023	$	.26	$	.26
March 31, 2025	$	0.005	$	0.005
June 30, 2023	$	.35	$	.35
December 31, 2024	$	0.175	$	0.005
March 31, 2023	$	.13	$	.13
September 30, 2024	$	0.175	$	0.175
December 31, 2022	$	.35	$	.35
June 30, 2024	$	0.175	$	0.175
September 30, 2022	$	.28	$	.28
March 31, 2024	$	0.245	$	0.175

______________

* The quotation does not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

· we would not be able to pay our debts as they become due in the usual course of business; or · our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Item 6. ~~Selected Financial Data~~[Reserved]

~~Not~~8 ~~required.~~Table of Contents

6 Table of Contents

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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-K.

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~~9 Table of Contents

First America Resources Corporation is a Nevada corporation formed on May 10, 2010, with registered address at 1955 Baring Blvd., Sparks, Nevada 89434. First America Resources Corporation has offices at 1000 East Armstrong Street, Morris, IL 60450, and contact telephone number 815-941-9888.

The Corporation was originally known as Golden Oasis New Energy Group, Inc. when formed. The Corporation amended its Articles of Incorporation as follows: The Corporation changed its name from Golden Oasis New Energy Group, Inc. to First America Resources Corporation. The effective date of the amendment was when final approval from FINRA was received, which was August 26, 2014.

We were previously engaged in selling the lithium-ion batteries and related power supplies that mainly are used in mobile and consumer electronics products, such as readers, DVD players, digital cameras and digital video recorders, communications products, electric-power bikes and mopeds, miner's lamps, electric-power tools, electric-power sources for instruments and meters and other similar electrical equipment that can run on batteries.

On February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc. a Nevada corporation (the "Issuer"), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the "Purchaser"), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice-President, Secretary of the Company.

In connection with this change of control, we discontinued our current business. It is anticipated we will acquire FAMCe (formerly known as First America Metal Corporation), a business owned primarily by Mr. Jian Li, or another operating company, depending upon completion of audit and preparation of required filing on Form 8-K, which we currently hope to complete in the next 12 months but may take longer than such currently anticipated dates.

FAMCe in Morris, IL is an international scrap metal company specializing in recycling of non-ferrous and electronic material and has become one large exporter of scrap metal in the Midwest. FAMCe is operating a business branch in Fort Worth, Texas since November 2014 and operating the Georgia branch since January 2016. Management anticipates that after acquisition we will be competitive in pricing of some or all of the following, depending upon market conditions which can change, even rapidly, from time-to-time: Copper, Brass, Stainless, Aluminum, High Temp Alloys, Zinc, Tin, Cobalt, Tungsten Alloys, and electronic material.

7 Table of Contents

Results of Operations

~~For~~The following table summarizes our consolidated results of operations for the fiscal ~~year~~years ended ~~June~~ 30December 31, ~~2024~~2025 ~~vs.~~and ~~June 30, 2023:~~2024.

Revenue

	Year Ended December 31, 2025			Year Ended December 31, 2024
Revenues	$	18,790,946		$	16,206,752
Cost of revenues	$	8,445,848		$	7,102,600
Gross profit	$	10,345,098		$	9,104,152
Gross margin		55.1	%		56.2	%
Total operating expenses	$	10,531,906		$	8,807,883
Income (loss) from operations	$	(186,808	)	$	296,269
Interest expense	$	(164,767	)	$	(97,703	)
Other income	$	354,340		$	12,546
Net income	$	2,765		$	211,112
Basic and diluted earnings per share	$	0.00		$	0.00
Weighted avg. shares outstanding		87,964,090			87,964,090

~~The Company had $3,920 and $0 sales revenue for the fiscal years ended on June 30, 2024 and 2023 respectively.~~Revenues

~~Cost~~Revenues increased by $2,584,194, or approximately 15.9%, from $16,206,752 for the year ended December 31, 2024, to $18,790,946 for the year ended December 31, 2025. This growth reflects increased demand across our core service lines, including electronic equipment recycling, IT asset disposition, data destruction, and data center decommissioning. Management believes the growth in revenue was driven in part by expanding enterprise customer relationships, including projects related to the retirement of ~~Revenue~~computing infrastructure associated with artificial intelligence and high-performance computing environments, as enterprises upgrade legacy data center infrastructure to support AI-optimized hardware workloads.

Revenue concentration risk remains present. For the ~~fiscal~~year ~~years~~ ended ~~June~~December 3031, ~~2024~~2025, our top three customers accounted for approximately 15%, 13%, and ~~2023~~12% of total revenues, ~~there~~respectively, ~~was~~compared $to 20%, 13%,~~369~~ and $11% 0for ~~Cost~~the same customers in 2024. The decrease in concentration among our largest customer reflects continued diversification of ~~Goods~~our ~~Sold~~customer ~~recorded~~base. ~~respectively~~No other individual customer accounted for 10% or more of revenues in 2025.

~~Expense~~Cost of Revenues and Gross Profit

~~Our~~Cost ~~expenses~~of ~~consist~~revenues ofincreased ~~selling~~by $1,343,248, ~~general~~or approximately 18.9%, from $7,102,600 in 2024 to $8,445,848 in 2025. The increase in cost of revenues was driven by the higher volume of materials processed and ~~administrative~~services ~~expenses~~performed, consistent with overall revenue growth. Cost of revenues as ~~follows:~~a percentage of revenues increased modestly, resulting in a slight compression in gross margin from 56.2% in 2024 to 55.1% in 2025. Management attributes this compression primarily to changes in service and materials mix, increased logistics and transportation costs, and incremental costs associated with new customer onboarding and data center decommissioning projects. Despite this modest compression, gross margin remained at a healthy level reflective of our service-intensive, technology-assisted processing model.

~~For~~10 ~~the~~Table ~~fiscal year ended June 30, 2024 and 2023, there were total~~ of ~~$31,382 and $19,121 operating expenses, respectively.~~Contents

~~Detail~~Operating ~~is shown in the below table:~~Expenses

	Year EndedJune 30,		Year EndedJune 30,
	2024		2023
Expense
License & Registration	$	2,807	$	1,020
Professional Fees		28,575		18,101
Total Expense	$	31,382	$	19,121

The following table sets forth our operating expenses for the years ended December 31, 2025 and 2024.

8 Table of Contents

Operating Expense	Year Ended December 31, 2025		Year Ended December 31, 2024
General and administrative	$	2,460,062	$	2,072,830
Payroll expenses	$	5,490,171	$	4,780,729
Professional fees	$	535,558	$	206,705
Advertising and marketing	$	153,324	$	103,373
Rent and lease	$	1,807,635	$	1,539,868
Depreciation and amortization	$	85,156	$	104,378
Total operating expenses	$	10,531,906	$	8,807,883

~~Income~~Total &operating ~~Operation~~expenses ~~Taxes~~increased by $1,724,023, or approximately 19.6%, from $8,807,883 in 2024 to $10,531,906 in 2025. The increase outpaced revenue growth, resulting in a swing from operating income of $296,269 in 2024 to an operating loss of $(186,808) in 2025. The primary drivers of the increase in operating expenses were as follows:

WePayroll ~~are~~Expenses. ~~subject~~Payroll toexpenses ~~income~~increased ~~taxes~~by $709,442, or approximately 14.8%, from $4,780,729 in 2024 to $5,490,171 in 2025. The increase reflects continued headcount investment to support revenue growth, expanded service capabilities, and operational infrastructure needs associated with the UMETech business combination.S.

WeGeneral ~~paid~~and noAdministrative. ~~income~~General ~~taxes~~and inadministrative ~~USA~~expenses ~~for~~increased ~~the~~by ~~fiscal~~$387,232, ~~years~~or ~~ended~~approximately ~~June~~18.7%, 30from $2,072,830 in 2024 ~~and~~to ~~2023~~$2,460,062 ~~due~~in to2025. The increase reflects higher operating costs associated with the ~~net~~growth ~~operation~~of ~~loss~~the inbusiness ~~USA~~and incremental administrative costs associated with becoming a reporting public company following the April 2025 business combination.

~~Net~~Professional ~~Loss~~Fees. Professional fees increased by $328,853, or approximately 159.1%, from $206,705 in 2024 to $535,558 in 2025. The significant increase is attributable primarily to legal, accounting, audit, and advisory fees incurred in connection with the reverse acquisition transaction completed in April 2025, public company compliance costs, and ongoing SEC reporting requirements.

WeRent ~~incurred~~and ~~net~~Lease ~~losses~~Expense. ofRent and lease expense increased by $40267,~~831~~767, ~~and~~or approximately 17.4%, from $191,~~121~~539,868 ~~for~~in ~~the~~2024 ~~fiscal~~to ~~years~~$1,807,635 ~~ended June~~in 302025, ~~2024~~consistent with expansion of our facility footprint and ~~2023~~inflationary adjustments in facility lease costs across our operational locations. As of December 31, ~~respectfully~~2025, the Company had total future minimum lease obligations of $2,727,953 with a present value of $2,330,987, using a weighted average discount rate of 4.4% and a weighted average remaining term of approximately 39 months.

~~Foreign~~Depreciation ~~Currency~~and ~~Translation~~Amortization. Depreciation and amortization decreased by $19,222, or approximately 18.4%, from $104,378 in 2024 to $85,156 in 2025, reflecting the continued reduction in net book value of our existing asset base, partially offset by additions of property and equipment.

~~The~~11 ~~Company~~Table ~~has~~of ~~determined the United States dollars to be its functional currency for First America Resources Corporation. There were no foreign currency translation effects on our financial presentation.~~Contents

Other Income and Expense

Total other income (expense) resulted in net other income of $189,573 for the year ended December 31, 2025, compared to net other expense of $(85,157) in 2024, a positive variance of $274,730. The improvement was attributable to the following:

Employee Retention Credit. During the year ended December 31, 2025, the Company received an Employee Retention Credit (“ERC”) totaling $346,000, which is reflected in other income. This represents a significant non-recurring item that contributed materially to other income in the current year. No comparable amount was received in 2024.

Interest Expense. Interest expense increased by $67,064, or approximately 68.6%, from $97,703 in 2024 to $164,767 in 2025. The increase reflects higher outstanding debt balances during 2025, including new notes payable issued in 2025, some of which carry elevated interest rates (see Note 5 to the consolidated financial statements). Cash paid for interest was $198,038 in 2025 compared to $143,841 in 2024.

Net Income

Net income for the year ended December 31, 2025, was $2,765, compared to net income of $211,112 for the year ended December 31, 2024. The significant decrease in net income is primarily attributable to the increase in operating expenses, particularly payroll, professional fees, and general and administrative costs, which exceeded the growth in gross profit. Net income in 2025 was supported materially by the $346,000 Employee Retention Credit received during the year; absent this non-recurring item, the Company would have recorded a net loss. Basic and diluted earnings per share were $0.00 in both 2025 and 2024, based on weighted average shares outstanding of 87,964,090 in each period.

Liquidity and Capital Resources

	At June 30,			At June 30,
	2024			2023
Current Ratio		17.03			972.26
Cash	$	34,807		$	97,226
Working Capital	$	56,295		$	97,126
Total Assets	$	59,807		$	97,226
Total Liabilities	$	232,445		$	229,033
Total Equity	$	(172,638	)	$	(131,807	)
Total Debt/Equity		-1.33			-1.74

“Liquidity” refers to our ability to generate adequate amounts of cash to meet our needs for cash. We believe we will have adequate liquidity to maintain current operations during 2026, but we may choose to locate additional sources of cash to facilitate growth and expansion. “Capital resources” refers to assets we use in our business to produce goods or deliver services, such as machinery, buildings, tools, and technology. Capital resources have a long-term, multi-use lifespan. These assets enhance our production efficiency, increase profitability, and are crucial for generating income and sustainable growth.

~~Current~~As ~~Ratio~~of =December ~~Current~~31, ~~Asset~~2025, /the ~~Current~~Company ~~Liabilities~~had cash of $276,855 compared to $470,273 as of December 31, 2024. The Company’s principal sources of liquidity have consisted of cash generated from operations and proceeds from debt financing. The following table summarizes our cash flows for the years ended December 31, 2025 and 2024.

Working Capital = Current asset - Current Liabilities

	Year Ended December 31, 2025			Year Ended December 31, 2024
Net cash provided by operating activities	$	79,517		$	458,921
Net cash used in investing activities	$	(2,729	)	$	(106,291	)
Net cash used in financing activities	$	(270,206	)	$	(38,722	)
Net decrease in cash	$	(193,418	)	$	313,908
Cash — beginning of year	$	470,273		$	156,365
Cash — end of year	$	276,855		$	470,273

~~Total~~12 ~~Debt~~Table /of ~~Equity = Total Loans from Officers / Total Shareholders' Equity~~Contents

~~The~~Operating Company had cash and cash equivalents of $34,807 at June 30, 2024 and working capital of $56,295. There were total liabilities of $232,445 at June 30, 2024. The Company had cash and cash equivalents of $97,226 at June 30, 2023 and working capital of $97,126. There were total liabilities of $229,033 at June 30, 2023.Activities

9Cash ~~Table~~provided by operating activities was $79,517 for the year ended December 31, 2025, compared to $458,921 in 2024, a decrease of ~~Contents~~$379,404. Despite net income of only $2,765, cash from operations was positive due to non-cash add-backs of $234,837 in bad debt expense and $85,156 in depreciation. However, significant working capital headwinds offset these items: accounts receivable increased by $707,203 (reflecting business growth and timing of collections), and accounts payable declined by $584,364. These outflows were substantially offset by a $1,107,042 increase in accrued expenses, reflecting the timing of vendor payments. Financed insurance policy payments of $196,375 also reduced operating cash flows during the year.

~~Until~~Investing we generate more 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 $50,000 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.Activities

AtCash ~~June~~used 30in investing activities was $2,729 in 2025 compared to $106,291 in 2024. Capital expenditures were minimal in 2025, wereflecting ~~owe~~a Mrdeliberate reduction in new equipment purchases. LiThe anCompany ~~aggregate~~financed $193,252 of property and equipment through non-cash financing arrangements in 2025, compared to $~~228~~61,~~933~~880 onin ~~these~~2024. ~~loans~~Additionally, ~~which~~the ~~are~~Company ~~oral~~recognized $754,886 of new right-of-use assets and ~~bear~~corresponding nolease ~~interest,~~liabilities ~~due~~during ~~upon~~2025 ~~demand~~in connection with new and renewed operating lease agreements.

~~After~~Financing 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.Activities

~~Our~~Cash ~~lack~~used ofin ~~revenues~~financing ~~and~~activities ~~cash~~was ~~raise~~$270,206 ~~substantial~~in ~~doubt~~2025, ~~about~~compared ~~our~~to ~~ability~~$38,722 toin ~~continue~~2024. asDuring a2025, ~~going~~the ~~concern~~Company received proceeds from notes payable of $200,000. ~~The~~Repayments ~~financial~~of ~~statements~~notes dopayable ~~not~~totaled ~~include~~$470,206 ~~adjustments~~during ~~that~~2025, ~~might~~compared ~~result~~to ~~from~~$38,722 ~~the~~in ~~outcome~~2024. The higher repayment activity reflects payoff and reduction of ~~this~~certain ~~uncertainty~~legacy notes and iffinanced weinsurance ~~are~~balances. ~~unable~~Additionally, during the year ended December 31, 2025, accounts payable to ~~generate~~a ~~significant~~related ~~revenue~~party ortotaling ~~secure~~$500,000 ~~financing~~were wesettled ~~may~~through bethe ~~required~~issuance toof ~~cease~~a ornote ~~curtail~~payable, ~~our~~representing ~~operations~~a significant non-cash financing activity.

~~The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.~~Debt

As of December 31, 2025, the Company had total notes payable of $2,051,993, of which approximately $1,093,031 was classified as current and $958,962 as long-term. This compares to total notes payable of $1,591,815 as of December 31, 2024, of which $1,063,218 was current and $528,597 was long-term. Interest rates on outstanding notes range from approximately 2.07% to 29.93%, reflecting a mix of equipment financing, SBA loans, and other borrowings. The Company also has outstanding loans from Jian Li, an officer, totaling $228,933 at both December 31, 2025 and 2024; these loans bear no stated interest rate and are due on demand.

The current classification of notes payable is important to understand in context. As disclosed in Note 5 to the consolidated financial statements, notes payable without a stated maturity date are classified as current in accordance with GAAP. Approximately $1,225,704 of the $1,617,418 reflected in the 2026 column of the future maturities table below consists of notes with no stated maturity date, the substantial majority of which are owed to the Company’s two largest related-party shareholders — First American Management Group Corp. (~$519,000) and First America Metal Corp. (per Note 8) — and have been outstanding since 2019 through 2022 with no history of demand for repayment. Accordingly, the current classification of this debt reflects a GAAP presentation requirement rather than an expectation of near-term cash outflow. Notes with actual stated maturity dates falling in 2026 total approximately $78,512.

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Future debt maturities as of December 31, 2025, are as follows (excluding officer loans):

Year Ending December 31,	Principal Amount
2026 (including $1,225,704 of notes with no stated maturity date)	$	1,617,418
2027	$	98,950
2028	$	87,797
2029	$	42,928
2030	$	16,500
Thereafter	$	417,333
Total	$	2,280,926

The Company has not defaulted on any of its outstanding notes payable.

Related Party Transactions

The Company has entered into significant transactions with related parties, the most significant of which are summarized below. For additional detail, see Note 8 to the consolidated financial statements.

First American Management Group Corp (FAMGC). FAMGC is the Company's largest shareholder and is also a noteholder. At December 31, 2025, outstanding notes payable to FAMGC totaled $519,000, compared to $556,000 at December 31, 2024.

First America Metal Corp (FAMC). FAMC is the Company's second largest shareholder and also serves as both a significant customer and primary vendor. FAMC represented approximately 15% of revenues in 2025 and 51% of accounts payable as of December 31, 2025. At December 31, 2025, outstanding notes payable to FAMC totaled $707,000 (2024: $157,000), accounts payable to FAMC totaled $1,159,571 (2024: $2,302,980), and accounts receivable from FAMC totaled $318,273 (2024: $466,449). The substantial reduction in accounts payable to FAMC from $2,302,980 to $1,159,571 reflects partial settlement of amounts owed, including the $500,000 non-cash conversion of accounts payable to a note payable during 2025.

Officer Loans. Jian Li, an officer of the Company, has advanced funds to the Company from time to time. These loans bear no stated interest rate and are due on demand. The outstanding balance was $228,933 at both December 31, 2025 and 2024.

These related party relationships represent a significant aspect of the Company's operations and capital structure. The concentration of purchasing activity with a single vendor (FAMC representing 51% of accounts payable) and revenue concentration with related customers presents potential risks that management monitors on an ongoing basis.

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Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ materially from those estimates. The following accounting policies are considered most significant to an understanding of the Company's financial condition and results of operations.

Revenue Recognition. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is primarily derived from electronic equipment recycling, asset disposition, and data destruction services. Performance obligations for each service type are typically satisfied at a point in time, and revenue is recognized upon satisfaction of the relevant performance obligation.

Accounts Receivable and Allowance for Doubtful Accounts. The Company records an allowance for doubtful accounts based on an analysis of historical collection experience, customer creditworthiness, and current economic trends. During 2025, the Company recorded bad debt expense of $235,000 (2024: $110,000) and maintained an allowance for doubtful accounts of $154,000 at December 31, 2025 (2024: $110,000). Total net accounts receivable were $2,459,493 at December 31, 2025, including $318,273 due from First America Metal Corp., a related party. The increase in bad debt expense reflects higher gross receivable balances and management’s assessment of collection risk.

Leases. The Company accounts for leases under ASC 842 using the right-of-use model, recognizing a lease liability and corresponding ROU asset on each lease commencement date. Lease liabilities are measured at the present value of remaining lease payments using the Company’s incremental borrowing rate, as the rate implicit in the leases is not readily determinable. The weighted average discount rate applied was 4.4% with a weighted average remaining term of approximately 39 months.

Income Taxes. The Company recognizes deferred tax assets and liabilities under ASC 740 based on temporary and permanent differences between financial reporting and tax bases of assets and liabilities. A full valuation allowance has been recorded against deferred tax assets because management has determined it is more likely than not that such assets will not be realized, given the Company’s history of minimal taxable income. As of December 31, 2025, the Company had approximately $8,156,000 in federal net operating loss carryforwards, with a corresponding deferred tax asset of approximately $609,000, fully offset by a valuation allowance. Future utilization of these carryforwards may be subject to annual limitations pursuant to Section 382 of the Internal Revenue Code as a result of ownership changes that may have occurred or may occur in the future.

Goodwill. The Company carries goodwill of $750,000, which is evaluated for impairment at least annually during the fourth quarter. Impairment testing utilizes a discounted cash flow methodology to estimate reporting unit fair value. No impairment was recognized in 2025 or 2024.

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Inflation and Macroeconomic Conditions

The Company’s operations are subject to general macroeconomic and inflationary pressures. During 2025, inflationary conditions continued to affect operating costs, particularly with respect to payroll, logistics, and facility lease costs. Management believes revenue growth has partially offset these cost pressures, though gross margin compression of approximately 110 basis points in 2025 relative to 2024 reflects the net impact of these dynamics. The Company will continue to monitor macroeconomic conditions and adjust its pricing and cost management strategies as appropriate.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes, which enhances transparency of income tax disclosures. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted this guidance in 2025; adoption did not have a material impact on the Company’s financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting, which improves segment expense disclosures. The Company operates as a single operating segment. The standard was effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Adoption did not have a material impact on the Company’s financial statement disclosures.

Off-Balance Sheet Arrangements

As of December 31, 2025, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required.

1016 Table of Contents

Item 8. Financial Statements

First America Resources Corporation

Audited Consolidated Financial Statements

As of ~~June~~December 3031, 2025 and 2024, and ~~2023~~for the Years then Ended

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Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-32
Statements of Operations		F-43
Statements of Changes in Stockholders’ Deficit		F-54
Statements of Cash Flows		F-65
Notes to Financial Statements		F-76

1117 Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: the Board of ~~Director~~Directors and ~~shareholders,~~Stockholders

First ~~American~~America ~~Resources~~Resource Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of First America ~~Resources~~Resource Corporation (the “Company”) as of ~~June~~December 3031, ~~2024,~~2025 and ~~June 30~~2024, ~~2023,~~ and the related ~~statements~~consolidated statement of operations, ~~changes in~~ stockholders’ deficit, and cash flows for the years in the period ended ~~June~~December 3031, ~~2024,~~2025 and ~~June 30~~2024, ~~2023,~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of ~~June~~December 3031, ~~2024~~2025 and ~~June 30~~2024, ~~2023,~~ and the results of its operations and its cash ~~flows~~flow for ~~each of~~ the ~~years ended~~two ~~June~~year ~~30,~~period ~~2024~~ended ~~and~~December ~~June 30~~31, ~~2023~~2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s ability to continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note E to the financial statements, the Company’s continuing operating losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans are also described in Note E. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States)~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to ~~fraud~~error or ~~error~~fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits ~~provides~~provide a reasonable basis for our opinion.

F-1 Table of Contents

Critical Audit Matters

~~Critical~~A critical audit ~~matters~~matter ~~are~~is ~~matters~~a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the ~~audit~~Company’s ~~committee~~governance and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~/s/ Victor Mokuolu, CPA PLLC PCAOB ID: 6771~~ We have served as the Company’s auditor since 2022. Houston, Texas ~~September~~March 3031, ~~2024~~2026PCAOB ID: 6771

F-1

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FIRST AMERICA RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

	December 31,			December 31,
	2025			2024

Assets
Current assets
Cash	$	276,855		$	470,273
Accounts receivable, net		2,141,220			1,520,678
Accounts receivable, related party, First America Metal Corp.		318,273			466,449
Prepaid expenses		37,439			230,460
Total current assets		2,773,787			2,687,860

Long term assets
Property and equipment, net		372,508			261,683
Right of use assets		2,254,214			2,733,047
Goodwill		750,000			750,000
Deposits		513,630			451,882
Total long term assets		3,890,352			4,196,612

Total assets	$	6,664,139		$	6,884,472

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	1,100,608		$	1,041,563
Accounts payable, related party, First America Metal Corp.		1,159,571			2,302,980
Accrued expenses		1,358,912			252,940
Accrued interest		21,062			54,333
Lease liability, current portion		851,191			1,188,863
Financed insurance policy		-			195,302
Loans from officer		228,933			228,933
Notes payable, current portion		1,093,031			1,063,218
Total current liabilities		5,813,308			6,328,132

Lease liability, net of current portion		1,479,796			1,618,435
Notes payable, net of current portion		958,962			528,597

Total liabilities		8,252,066			8,475,164

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 December 31, 2025 and December 31, 2024, respectively		87,964			87,964
Additional paid-in capital		1,535,266			1,535,266
Accumulated deficit		(3,211,157	)		(3,213,922	)
Total stockholders’ deficit		(1,587,927	)		(1,590,692	)

Total liabilities and stockholders’ deficit	$	6,664,139		$	6,884,472

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

F-2

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FIRST AMERICA RESOURCES CORPORATION
BALANCE SHEET
	June 30,			June 30,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	34,807		$	97,226
Prepaid Services		25,000
Total Current Assets	$	59,807		$	97,226
TOTAL ASSETS	$	59,807		$	97,226
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	3,512		$	100
Total Current Liabilities		3,512			100
Long Term Liabilities:Loan from Officers		228,933			228,933
Total Liabilities		232,445			229,033
Stockholders' Deficit:
Common stock, $0.001 par value; 500,000,000 shares authorized;
7,964,090 shares issued and outstanding		7,964			7,964
Additional paid-in capital		291,360			291,360
Accumulated deficit		(471,962	)		(431,131	)
Total stockholders' deficit		(172,638	)		(131,807	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	59,807		$	97,226
See accompanying notes to financial statements.

FIRST AMERICA RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024


	For the years ended
	December 31,
	2025			2024

Revenues	$	18,790,946		$	16,206,752
Cost of revenues		8,445,848			7,102,600
Gross profit		10,345,098			9,104,152

Operating expenses
General and administrative		2,460,062			2,072,830
Payroll expenses		5,490,171			4,780,729
Professional fees		535,558			206,705
Advertising and marketing		153,324			103,373
Rent and lease		1,807,635			1,539,868
Depreciation and amortization		85,156			104,378
Total operating expenses		10,531,906			8,807,883

Income (loss) from operations		(186,808	)		296,269

Other income (expense)
Interest expense		(164,767	)		(97,703	)
Other income		354,340			12,546
Total other income (expense)		189,573			(85,157	)

Net income	$	2,765		$	211,112

Income per share - basic and diluted	$	0.00		$	0.00

Weighted average shares outstanding - basic and diluted		87,964,090			87,964,090

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

F-3

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF OPERATIONS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
	Year Ended
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
	June 30,
	Common Stock						Common Stock - METech						AdditionalPaid in			Accumulated
	2024			2023
	Shares			Amount			Shares			Amount			Capital			Deficit			Total
Revenues	$	3,920		$	-
Balances, December 31, 2023 - Pre reverse merger		-		$	-			100,800		$	1,008		$	1,523,992		$	(3,425,034	)	$	(1,900,034	)
Cost of Goods Sold		13,369
Effect of reverse merger		87,964,090			87,964			(100,800	)		(1,008	)		(308,650	)		-			(221,694	)
Gross Profit		(9,449	)
Balances, December 31, 2023 - Post reverse merger		87,964,090		$	87,964			-		$	-		$	1,215,342		$	(3,425,034	)	$	(2,121,728	)
Operating Expenses:
Pre-merger issuances of METech Recylcing, Inc. for settlement of notes payable		-			-			-			-			319,924			-			319,924
Selling, general and administrative expenses		31,382			19,121
Net income		-			-			-			-			-			211,112			211,112
Total Operating Expenses		31,382			19,121
Balances, December 31, 2024		87,964,090		$	87,964			-		$	-		$	1,535,266		$	(3,213,922	)	$	(1,590,692	)
Operating Loss		(40,831	)		(19,121	)
Net income		-			-			-			-			-			2,765			2,765
Other income
Balances, December 31, 2025		87,964,090		$	87,964			-		$	-		$	1,535,266		$	(3,211,157	)	$	(1,587,927	)
Investment income
The accompanying footnotes are an integral part of these consolidated financial statements.
Total Other Income
Loss before income taxes		(40,831	)		(19,121	)
Income tax expense
Net Loss	$	(40,831	)	$	(19,121	)
Net Loss per Common Share- Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted Average Shares Outstanding		7,964,090			7,964,090

See accompanying notes to financial statements.

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
							Additional
	For the years ended
	Common Stock						Paid-in		Accumulated
	December 31,
	Shares			Amount			Capital		Deficit			Total
	2025			2024
Balance, June 30, 2022		7,964,090		$	7,964		$	190,860	$	(412,010	)	$	(213,186	)
Operating activities
Net Loss/Cash Investment		-			-		100,500			(19,121	)		81,379
Net income	$	2,765		$	211,112
Balance, June 30, 2023		7,964,090			7,964			291,360		(431,131	)		(131,807	)
Adjustments to reconcile net income to net cash provided by operating activities:
Net Loss / Cash Investment										(40,831	)		(40,831	)
Depreciation and amortization		85,156			104,378
Balance, June 30, 2024		7,964,090		$	7,964		$	291,360	$	(471,962	)	$	(172,638	)
Bad debt expense		234,837			110,000
Financed repair costs		37,132			-
Changes in operating assets and liabilities:
Accounts receivable		(707,203	)		(240,596	)
Deposits		(61,748	)		(9,484	)
Prepaid expenses		193,021			(18,157	)
Accounts payable		(584,364	)		193,926
Accrued expenses		1,107,042			96,520
Accrued interest		(33,271	)		8,569
Right of use assets and lease liabilities		2,525			5,522
Financed insurance policy		(196,375	)		(2,869	)
Net cash provided by operating activities		79,517			458,921
Investing activities
Purchase of property and equipment		(2,729	)		(106,291	)
Net cash used in investing activities		(2,729	)		(106,291	)
Financing activities
Proceeds from notes payable		200,000			-
Repayments of notes payable		(470,206	)		(38,722	)
Net cash used in financing activities		(270,206	)		(38,722	)
Net increase (decrease) in cash	$	(193,418	)	$	313,908
Cash - beginning of year		470,273			156,365
Cash - end of year	$	276,855		$	470,273
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	198,038		$	143,841
Supplemental schedule of non-cash investing and financing activities
Accounts payable settled through the issuance of notes payable	$	500,000		$	-
Financed property and equipment	$	193,252		$	61,880
Recognition of right of use assets and lease liabilities	$	754,886		$	1,492,040
Shares issued for settlement of notes payable	$	-		$	319,924
The accompanying footnotes are an integral part of these consolidated financial statements.

See accompanying notes to financial statements.

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FIRST AMERICA RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
	Year Ended
	June 30,
	2024			2023
Operating Activities:
Net loss	$	(40,831	)	$	(19,121	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Prepaid Services		(25,000	)
Increase (decrease) in accounts payable		3,412
Net cash used in operating activities		(62,419	)		(19,121	)
Investing Activities:
Net cash used in investing activities		-			-
Financing Activities:
Additional Paid in Capital					100,500
Loans from shareholders		-			-
Net cash provided by financing activities					100,500
Net increase (decrease) in cash and cash equivalents		(62,419	)		81,379
Cash and cash equivalents, beginning of period		97,226			15,847
Cash and cash equivalents, end of period	$	34,807		$	97,226
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

FIRST AMERICA RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~See~~1. ~~accompanying~~Nature ~~notes~~of tothe ~~financial~~Company ~~statements.~~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.

Business

METech 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.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements (“financial statements”) have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP).

Principles of Consolidation

The consolidated financial statements include the accounts of FSTJ and its wholly owned subsidiary METech. All intercompany transactions and account balances between the Company and its subsidiary have been eliminated in consolidation.

Use of Estimates

The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.

Segments

The Company operates as a single segment.

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FIRST AMERICA RESOURCES ~~CORPORATION~~CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Cash ~~TO FINANCIAL STATEMENTS~~

~~JUNE~~Cash ~~30,~~includes ~~2024~~all ~~AND~~highly ~~2023~~liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

~~NOTE~~The ACompany maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing ~~BUSINESS~~accounts. ~~DESCRIPTION~~From time to time the Company’s cash balance exceeded FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

~~First~~Accounts ~~America~~Receivable Resources Corporation (the “Company”) formerly known as Golden Oasis New Energy Group, Inc., was incorporated under the laws of Nevada on May 10, 2010 with registered address at 1955 Baring Blvd., Sparks, NV 89434. First America Resources Corporation has its mailing address at 1000 E. Armstrong Street, Morris IL 60450.

Accounts receivable consists of invoiced and unpaid sales. The Company ~~was~~records ~~previously~~an ~~engaged~~allowance infor ~~selling~~doubtful ~~the~~accounts ~~lithium-ion~~to ~~batteries~~allow ~~and~~for ~~related~~any ~~power~~amounts ~~supplies~~ that ~~mainly~~may ~~are~~not ~~used~~be inrecoverable, ~~mobile~~which ~~and~~is ~~consumer~~based ~~electronics~~on ~~products,~~an ~~such~~analysis asof ~~readers~~the Company’s prior collection experience, ~~DVD~~customer ~~players~~credit worthiness, ~~digital~~and ~~cameras~~current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and ~~digital~~are ~~video~~written ~~recorders,~~off ~~communications~~when ~~products,~~management ~~electric-power~~determines ~~bikes~~that collection is not probable. During the years ended December 31, 2025, and ~~mopeds~~2024, ~~miner's~~the ~~lamps~~Company recorded bad debt expenses totaling $235,000 ~~electric-power~~and ~~tools~~$110,000, ~~electric-power~~respectively. ~~sources~~As ~~for~~of ~~instruments~~December ~~and~~31, ~~meters~~2025, and ~~other~~2024, ~~similar~~the ~~electrical~~Company ~~equipment~~had ~~that~~an ~~can~~allowance ~~run~~for ondoubtful ~~batteries~~accounts totaling $154,000 and $110,000, respectively.

OnDeposits February 6, 2013, pursuant to an Agreement between Mr. Keming Li, former CEO/President and Director of Golden Oasis New Energy Group, Inc., a Nevada corporation (the “Issuer”), Ms. Guoling Jin, former Treasury and Director of Golden Oasis New Energy Group, Inc., and Ms. Madison Li (the stockholder), of Golden Oasis New Energy Group, Inc., and Mr. Jian Li (the “Purchaser”), Mr. Jian Li became the principal stockholder and Chief Executive Officer and Tzongshyan George Sheu the former Vice President, Secretary, and Director of the Company.

OnDeposits ~~March~~include ~~20th,~~security ~~2023,~~deposits ~~the~~and ~~company~~balances ~~received~~held aby ~~cash~~regulators ~~infusion~~for ofpotential ~~$100,500~~costs ~~from~~related ~~its President, Mr. Jian Li~~ to ~~fully develop its business model of offering real estate and trading options to nascent battery technologies here in~~ the ~~United~~Company’s ~~States~~operations. ~~Developments have previously been put on hold due to Geopolitical events and Covid related Shutdowns.~~

Property and Equipment

Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.

Impairment of Long-lived Assets

The Company evaluates the recoverability of long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that the carrying value of such asset may not be recoverable. The Company groups and evaluates these long-lived assets for impairment at the lowest level at which individual cash flows can be identified. If indicators of impairment are present, the Company first compares the carrying amount of the asset group to the estimated future cash flows associated with the asset group. If the estimated future cash flows used in the analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group’s estimated discounted future cash flows. If required, an impairment loss is recorded for the portion of the asset group’s carrying value that exceeds the asset group’s estimated discounted future cash flows.

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When evaluating goodwill for potential impairment, the Company compares the fair value of its reporting units to their respective carrying amounts. The Company estimates the fair value of its reporting units using a discounted cash flow method. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards. Accordingly, the deferred income tax asset is offset by a full valuation allowance.

In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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Table of Contents

FIRST AMERICA RESOURCES ~~CORPORATION~~CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE A - BUSINESS DESCRIPTION (CONTINUED)

Real Estate

It is the owner’s intention to roll in existing property(s) to be used as capital contributions for the purposes of supporting real estate sales and purchases if support of the Investment Goals stated above.

We have instructed counsel to prepare an acquisition contract for a commercial property. This property is:

600 Wissahickon Ave, Cedartown GA

	●	Description: Tract 1 -1.425 Acres, Tract 2 – 2.554 Acres and 72,000SF facility, Tract 3 – 2.724 Acres and 28,000 SF facility totaling 6.703 acres and 100,000 SF industrial facility located in the 2nd District, 4th Section of the City of Cedartown, Polk County, Georgia.
	●	Status: Unoccupied, for rent.

● Anticipated Mortgage: Owned Outright ● Owner: Value Trade, LLC

	●	Current Value: $250,000
	●	Current Mortgage Debt: Zero

We are refocusing our intention initially on acquiring similar properties. However, our ability to do so will depend upon our ability to secure additional equity financing and, if necessary or appropriate, mortgage financing on these properties. We will not acquire any property unless we believe the property will generate sufficient cash flow to cover all operating costs, including mortgage payments.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements reflect the assets, liabilities, revenues, and expenditures of the Company on the accrual basis of accounting.

The Company’s fiscal year end is June 30.

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.

Reclassifications

Certain comparable figures have been reclassified to conform to the current year’s presentation.

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 June 30, 2024, and 2023, there was $ 34,807 and $ 97,226 in cash and cash equivalents, respectively. On March 20, 2023, the company received a cash infusion of $100,500 from its President, Mr. Jian Li to fully develop its business model of offering real estate options to nascent battery technologies here in the United States.

Liabilities

As of June 30, 2024, and 2023, there was $232,445 and $229,033 in liabilities, respectively. Most liabilities were related to the loan from Mr. Jian Li.

F-8 Table of Contents

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

The Company accounts for stock issued for services using the fair value method.

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 net 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 June 30, 2024, and 2023, the Company only issued one type of shares, i.e., common shares. There are no other types of securities issued. Accordingly, the diluted and basic net loss per common share is the same.

Revenue Recognition

~~Revenue~~The isCompany ~~recognized~~recognizes revenue in accordance with ASC 606., ~~The~~Revenue ~~Company~~from ~~performs~~Contracts ~~the~~with ~~following~~Customers, by analyzing contracts with customers through a five-step ~~steps~~process: ~~(i)~~identifying ~~identify~~ the contract~~(s)~~ with athe customer, ~~(ii)~~determining ~~identify~~ the performance obligations inwithin the contract, ~~(iii)~~establishing ~~determine~~ the transaction price, ~~(iv)~~allocating ~~allocate~~that ~~the transaction~~ price to the identified performance obligations ~~in the contract~~, and ~~(v)~~recognizing ~~recognize~~ revenue when (or as) the ~~entity~~performance ~~satisfies~~obligations aare ~~performance obligation~~satisfied. The Company’s ~~applies~~Revenue ~~the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it~~ is ~~probable~~primarily ~~that~~derived ~~the~~from ~~entity will collect the consideration it is entitled to in exchange for the goods or~~ services itrelated ~~transfers~~ to ~~the~~electronic ~~customer.~~equipment ~~At contract inception~~recycling, ~~once~~asset ~~the contract is determined to be within the scope of Topic 606~~disposition, ~~the Company evaluates the goods or services promised within each contract related performance obligation~~ and ~~assesses~~data ~~whether each promised good or service is distinct~~destruction. ~~The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.~~

~~The~~Electronic ~~Company~~equipment ~~had $3,920 and $0 sales revenue for the fiscal years ended on June 30, 2024 and 2023 respectively.~~recycling

~~Cost~~The Company’s customers engage it to recycle old and unused electronic equipment. The performance obligation associated with this service is the receipt and disposal of ~~Goods~~the ~~Sold~~equipment by the Company. This performance obligation is typically met at a point in time and therefore the fees charged by the Company for these services are recognized as revenue at a point in time.

~~Cost~~Asset ~~of Goods Sold included the purchase cost of the product sold, freight and shipping expense, custom fees, and merchant account fees.~~disposition

~~For~~The Company may be engaged to fully remove a client’s equipment from its current location. The performance obligation for this service is based on when all equipment has been removed from the ~~fiscal~~customer’s ~~years~~location. ~~ended~~This ~~June~~performance ~~30,~~obligation ~~2024,~~is ~~and~~typically ~~2023,~~met ~~there~~at ~~was~~a ~~$13,369~~point in time and $therefore 0the ~~Cost~~fees ofcharged ~~Goods~~by ~~Sold~~the ~~recorded~~Company ~~respectively~~for these services are recognized as revenue at a point in time.

~~Operating~~Data ~~Expenses~~destruction

~~Operating~~The ~~expenses~~Company ~~consist~~may ofbe ~~selling,~~engaged ~~general~~to ~~and~~destroy ~~administrative~~data ~~expenses,~~on ~~mainly~~its ~~accounting~~customers ~~and~~electronic ~~auditing~~devices ~~fees,~~as ~~legal~~well ~~fees,~~as ~~SEC~~provide ~~filing~~other ~~fees,~~destruction services to ensure that its customers’ data is not compromised. This performance obligation is typically met at a point in time and ~~other~~therefore ~~professional~~the fees charged by the Company for these services are recognized as revenue at a point in time.

~~For~~Financial ~~the~~Instruments ~~fiscal year ended June 30, 2024, and 2023, there were total of $31,382 and $19,121 operating expenses, respectively.~~

~~Operating~~The ~~Leases~~Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC 825, Financial Instruments. The carrying amount of these financial instruments as reflected in the accompanying balance sheets approximates fair value.

~~After~~Advertising ~~February~~Expenses 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.

The Company accounts for its advertising and marketing expenses in accordance with ASC 720-35-50 and expenses all costs as incurred including direct expenses of advertisement placement as well as the cost of producing or creating the advertisement.

Prepaid Expenses

Prepaid expenses are current assets created when the Company makes payments or incurs an obligation for expenses identified for a future period. These amounts are charged to expense as the services are provided.

Leases

The Company uses the right-of-use (ROU) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment.

For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (Straight-Line Rent) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months.

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Table of Contents

FIRST AMERICA RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings or (Loss) Per Share

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potentially dilutive securities outstanding at December 31, 2025, and 2024.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 (ASU 2023-09), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. Adoption did not have any impact on the Company’s disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 (ASU 2023-07), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption did not have an impact on the Company’s results of operations, financial position or cash flows. Adoption did not have any impact on the Company’s disclosures.

Subsequent Events

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

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.

Leases

The Company has operating lease agreements in place for the use of facilities and equipment. Operating lease agreements are required to be recognized on the balance sheet as right of use assets and corresponding lease liabilities under ASC 842, Leases. The Company records rent expense associated with these leases on a straight-line basis in conjunction with the terms of the underlying leases.

The following table summarizes future lease payment obligations as of December 31, 2025, and their present value using a weighted average discount rate of 4.4% and weighted average remaining term of approximately 39 months.

	Amount
2026	$	1,020,249
2027		574,102
2028		596,516
2029		406,265
2030		126,771
Thereafter		4,050
		2,727,953
Less imputed interest		396,966
Present value	$	2,330,987

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Table of Contents

FIRST AMERICA RESOURCES ~~CORPORATION~~CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~4. TOProperty ~~FINANCIAL~~and ~~STATEMENTS~~Equipment

~~JUNE~~The 30following table summarizes the Company’s property and equipment at December 31, ~~2024~~2025, ~~AND~~and ~~2023~~2024.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

	2025		2024
Machinery & equipment	$	676,640	$	994,041
Vehicles		71,981		113,056
Leasehold improvements		183,621		271,095
IT asset		81,321		81,321
		1,013,563		1,459,513
Less accumulated depreciation		641,055		1,197,830
	$	372,508	$	261,683

~~Income~~5. ~~Tax~~Debt

~~Income~~Financed ~~taxes~~Insurance 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. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense.Policies

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~year ended December 31, 2024, the Company financed insurance policies totaling $264,462. At December 31, 2024, the balances of these financed insurance policies totaled $195,302.

InNotes February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing arrangements. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. The Company adopted this ASU effective July 1, 2019 using the modified retrospective approach. Adoption of this ASU did not have a material impact on the Company's financial statements.Payable

~~NOTE~~The Cfollowing -table ~~RELATED~~details ~~PARTY~~the ~~TRANSACTIONS~~Company’s debt issuances and outstanding balances at December 31, 2025, and 2024.

Common Shares Issued to Executive and Non-Executive Officers and Directors

							Principal Balances
Noteholder	Issued	Maturity		Interest			Issuance		12/31/2025		12/31/2024
Noteholder A	3/7/2019		-		10.00	%	$	150,000	$	150,000	$	150,000
Noteholder A	7/24/2019		-		-			200,000		-		-
Noteholder A	8/29/2019		-		-			200,000		-		-
Noteholder A	11/27/2019		-		-			50,000		-		-
Noteholder A	12/18/2019		-		-			80,000		41,704		78,757
Noteholder A	12/19/2019		-		-			52,000		52,000		52,000
Noteholder A	12/23/2019		-		-			45,000		45,000		45,000
Noteholder A	1/8/2020		-		-			70,000		70,000		70,000
Noteholder A	7/14/2020		-		10.00	%		100,000		100,000		100,000
Noteholder A	1/26/2022		-		10.00	%		60,000		60,000		60,000
Noteholder B	4/30/2020		-		-			80,000		80,000		80,000
Noteholder B	11/10/2020		-		-			32,000		32,000		32,000
Noteholder B	11/18/2020		-		-			45,000		45,000		45,000
Noteholder B	6/9/2025		-		7.50	%		500,000		500,000		-
Noteholder B	11/23/2025		-		6.75	%		50,000		50,000		-
Noteholder C	3/1/2019		-		-			100,000		-		100,000
Noteholder C	3/8/2019		-		10.00	%		150,000		-		150,000
Noteholder D	5/30/2020	5/30/2050			3.75	%		500,000		500,000		500,000
Noteholder F	2/8/2022		-		10.00	%		68,174		-		68,174
Noteholder G	2/27/2025	8/30/2026			17.00	%		150,000		71,402		-
Noteholder H	7/1/20 22	6/30/2025			3.16	%		17,206		-		3,339
Noteholder H	1/18/2024	1/18/2029			2.15	%		21,880		14,812		18,678
Noteholder H	9/24/2024	9/24/2029			2.07	%		40,499		31,711		38,867
Noteholder H	6/17/2025	6/17/2029			6.00	%		114,121		101,993		-
Noteholder H	8/1/2025	8/1/2028			10.01	%		76,502		69,188		-
Noteholder H	9/22/2025	9/22/2026			29.93	%		9,128		7,110		-
Noteholder H	9/29/2025	10/15/2030			13.29	%		18,116		17,551		-
Noteholder H	11/22/2025	11/22/2028			17.45	%		12,549		12,522		-
									$	2,051,993	$	1,591,815

AsNotes ofpayable ~~June~~without ~~30,~~a ~~2024,~~stated ~~total~~maturity ~~6,388,010~~date ~~shares~~detailed ~~were~~in ~~issued~~the totable ~~officers~~above have no stated maturity date and ~~directors.~~are ~~Please~~included ~~see~~in the ~~table~~current ~~below~~portion ~~for~~of ~~details:~~notes payable. The Company has not defaulted on any notes payable.

Name

Title

ShareQTY

Date

% of CommonShare

Jian Li

CEO & President

6,388,010

2/6/2013 & 11/27/2013

80.21

________

*The percentage of common shares was based on the total outstanding shares of 7,964,090 as of June 30, 2024.

Loans to Officer/Director

From the period of April 1, 2012 to February 28, 2013, the former company officer, Keming Li, loaned $ 25,787 to First America Resources Corporation (formerly known as Golden Oasis New Energy Group, Inc.) without interest and 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 the former officer, Mr. Keming Li. As of March 31, 2013, the total loans from shareholder or officer were $25,787.

For the period of April 1, 2013 to June 30, 2018, the officer and director Jian Li additionally loaned $ 121,146 to the Company for continually operating of the business.

For the period of July 1, 2018 to June 30, 2019, the officer and director Jian Li additionally loaned $15,000 to the Company for continually operating of the business.

F-10

Table of Contents

FIRST AMERICA RESOURCES ~~CORPORATION~~CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Loans TOfrom ~~FINANCIAL STATEMENTS~~Officer

~~JUNE~~From 30time to time, Jian Li, Officer, has advanced the Company funds. These loans have no stated maturity date or interest rate and are due on demand. As of December 31, 2025 and 2024, ~~AND~~the ~~2023~~balance due to Jian Li totaled $228,933, respectively.

~~NOTE~~Future ~~C - RELATED PARTY TRANSACTIONS (CONTINUED)~~Maturities

~~Loans~~The tofollowing ~~Officer/Director~~table ~~(Continued)~~details the future maturities of the Company’s debt as of December 31, 2025.

For the period of July 1, 2019 to June 30, 2020, the officer and director Jian Li additionally loaned $22,000 to the Company for continually operating of the business.

December 31,	Amount
2026	$	1,617,418
2027		98,950
2028		87,797
2029		42,928
2030		16,500
Thereafter		417,333
	$	2,280,926

~~For the period of July 1, 2020 to June 30, 2021, the officer and director Jian Li additionally loaned $25,000 to the Company for continually operating of the business~~6. Equity

~~For~~The ~~the~~total ~~period~~number of ~~July~~shares 1,of ~~2021~~common tostock ~~June~~authorized ~~30, 2022, the officer~~ and ~~director~~issuable ~~Jian~~by Lithe ~~additionally~~Company ~~loaned~~is ~~$20~~500,000,000 towith ~~the~~a ~~Company~~par ~~for~~value ~~continually operating~~ of ~~the~~$0.001 ~~business~~per share.

~~As of June 30, 2024, the total loan outstanding from officer and director Jian Li is $ 228,933~~7. Concentrations

~~NOTE~~The Dfollowing -table ~~SHAREHOLDERS~~details the Company’s ~~EQUITY~~revenue concentrations for the years ended December 31, 2025, and 2024, and the accounts receivable concentrations at December 31, 2025, and 2024.

Common Stock

	Revenues						Accounts Receivable
	2025			2024			2025			2024
Customer A		15	%		20	%		12	%		22	%
Customer B		13	%		13	%	*			*
Customer C		12	%		11	%		19	%		22	%
Customer D	*			*				12	%		14	%
Customer E	*			*				14	%	*

~~Under~~The following table details the Company’s ~~Articles~~accounts ofpayable ~~Incorporation~~concentrations ~~dated~~at ~~May~~December 1031, ~~2010~~2025, ~~the~~and ~~Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0~~2024.~~001.~~

On May 10, 2010, the Company was incorporated in the State of Nevada.

	Accounts Payable
	2025			2024
Vendor A		51	%		69	%

As8. ofRelated ~~June~~Party ~~30, 2024, a total of 7,964,090 shares were issued and outstanding.~~Transactions

~~NOTE~~Noteholder EA -(Note ~~GOING~~5) ~~CONCERN~~is the Company’s largest shareholder, First American Management Group Corp (FAMGC). At December 31, 2025, and 2024, outstanding notes payable due to FAMGC totaled $519,000 and $556,000, respectively.

~~The~~Noteholder B (Note 5), Customer A (Note 7), and Vendor A (Note 7) is the Company’s ~~activities~~second ~~consist~~largest ~~solely~~shareholder, ofFirst ~~corporate~~America ~~formation,~~Metal ~~raising~~Corp ~~capital~~(FAMC). At December 31, 2025, and ~~attempting~~2024, outstanding notes payable due to ~~sell~~FAMC ~~products~~totaled $707,000 and $157,000, respectively. At December 31, 2025, and 2024, accounts payable due to ~~generate~~FAMC ~~revenues~~totaled $1,160,000 and $2,303,000, respectively, and accounts receivable due from FAMC totaled $318,000 and $466,000, respectively.

~~There~~At isDecember no31, ~~guarantee~~2025 ~~that~~and ~~the~~2024, ~~Company~~outstanding ~~will~~notes bepayable ~~able~~due to ~~raise~~the ~~enough~~former ~~capital~~owner orof ~~generate~~METech, ~~revenues~~totaled to$-0- ~~sustain its operations~~ and ~~carry~~$250,000, ~~out its business plan~~respectively. ~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issue date of these financial statements.~~

~~The~~At ~~financial~~December ~~statements~~31, do2025 ~~not~~and ~~include~~2024, ~~any~~outstanding ~~adjustments~~loans ~~relating~~due to ~~the~~Jian ~~carrying~~Li, ~~amounts~~totaled of$228,933, ~~recorded~~respectively, ~~assets~~as orfurther ~~the~~described ~~carrying~~in ~~amounts~~Note ~~and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern~~5.

The Company incurred a net loss of $40,831 in year ended June 30, 2024 compared to $19,121 in year ended June 30, 2023. As of June 30, 2024, the Company had a deficit in stockholders’ equity of $471,962. In addition, the Company currently had not generated sufficient revenue. Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2024

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. Management’s plans are to acquire FAMCe (formerly known as First America Metal Corporation), a company owned primarily by Mr. Jian Li, or another operating company. 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.

NOTE F – INCOME TAXES

The Company has a net operating loss carried forward of $471,962 available to offset taxable income in future years. A net operating loss can be carried forward indefinitely but is limited to 80 percent of taxable income in any one year . The amounts reported prior was an estimate prior to filing the return and is now being trued up based on the actual NOL now that the return is filed.

F-11

Table of Contents

FIRST AMERICA RESOURCES ~~CORPORATION~~CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~9. TOEmployee ~~FINANCIAL~~Retention ~~STATEMENTS~~Credit

~~JUNE~~During 30the year ended December 31, ~~2024~~2025, ~~AND~~the ~~2023~~Company received an Employee Retention Credit totaling $346,000 that is reflected in other income on the accompanying consolidated statements of operations.

~~NOTE~~10. FIncome ~~– INCOME TAXES (CONTINUED)~~Taxes

The Company accounts for income ~~tax~~taxes ~~benefit~~under ~~has~~ASC ~~been~~740-10, ~~computed~~which byprovides ~~applying~~for ~~the~~an ~~weighted~~asset ~~average~~and liability approach of accounting for income ~~tax~~taxes. ~~rates~~Under ofthis ~~the~~approach, ~~United~~deferred ~~States~~tax ~~(federal~~assets and ~~state~~liabilities ~~rates)~~are ofrecognized ~~21%~~based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the ~~net~~carrying ~~loss~~amounts ~~before~~of ~~income~~assets ~~taxes~~and ~~calculated~~liabilities for ~~each~~financial ~~jurisdiction~~reporting ~~for~~purposes and the ~~years~~amounts ~~ended~~that ~~June~~are ~~30,~~calculated ~~2024~~for ~~and~~income ~~2023,~~tax ~~respectively~~purposes. The ~~deferred~~provision ~~tax~~(benefit) ~~effect~~for ofincome taxes for the ~~significant~~years ~~temporary~~ended ~~differences~~December 31, ~~which~~2025, ~~comprise~~and ~~future~~2024, ~~tax~~assumes ~~assets~~a ~~and~~statutory ~~liabilities,~~21% ~~are~~effective astax ~~follows:~~rate for federal income taxes.

Deferred Tax	2024			2023
	2025			2024
Income tax recovery at statutory rate on net operating loss	$	8,575		$	4,015
Federal tax statutory rate		21	%		21	%
Valuation allowance change	$	(8,575	)	$	(4,015	)
Temporary differences		0	%		0	%
Provision for income taxes	$	-		$	-
Permanent differences		0	%		0	%
Valuation Allowance		-21	%		-21	%
		0	%		0	%

The ~~significant~~Company ~~components~~had of deferred income tax assets ~~and~~as ~~liabilities~~of atDecember ~~June~~31, 302025, ~~2024~~ and ~~2023~~2024, ~~respectively, are~~ as follows:

Net operating loss carried forward	$	99,105		$	90,537
	2025			2024
Valuation allowance	$	(99,105	)	$	(90,537	)
Deferred Tax Assets
Net deferred income tax asset	$	-		$	-
Net operating loss carryforwards	$	609,000		$	610,000
Temporary differences		-			-
Permanent differences		-			-
Valuation allowance		(609,000	)		(610,000	)
Net deferred tax assets	$	-		$	-

~~NOTE~~The GCompany –provides ~~SUBSEQUENT~~for ~~EVENTS~~a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance decreased by $1,000 and $44,000 in the fiscal years ending December 31, 2025, and 2024, respectively.

~~The~~At December 31, 2025, the Company ~~has~~had ~~evaluated~~approximately ~~subsequent~~$8,156,000 ~~events~~in upfederal net operating loss carryforwards. Pursuant to ~~the~~Internal ~~date~~Revenue onCode ~~which~~Section 382, the ~~financial~~future ~~statements~~utilization ~~are~~of ~~issued.~~the ~~The~~ Company’s ~~evaluation~~net ~~noted~~operating noloss ~~subsequent~~carryforwards ~~events~~to ~~that~~offset ~~require~~future ~~adjustment~~taxable income may be subject to, an annual limitation as a result of ownership changes that may have occurred previously or ~~disclosure~~that ~~in,~~could ~~these~~occur ~~financial~~in ~~statements~~the future.

As of December 31, 2025, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The Company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The tax return for the fiscal year ended December 31, 2025, has not yet been filed.

F-12

Table of Contents

Item 9. Changes In and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~The~~We ~~Company~~maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us, in the reports that we file or submit to the SEC under the Exchange Act, is recorded, processed, summarized, and reported within the periods specified by the SEC’s ~~Chief~~ ~~Executive~~rules ~~Officer/Chief~~and ~~Financial~~forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), ~~has~~as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the ~~effectiveness~~participation of our Certifying Officer, the ~~Company’s~~effectiveness of our disclosure controls and procedures (as defined in ~~Rules~~Rule 13a-15(e) ~~and 15d-15(e)~~ under the Exchange Act) as of ~~June~~December 3031, ~~2024~~2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon ~~such~~that evaluation, ~~the~~our ~~Chief~~Certifying ~~Executive~~ Officer~~/Chief~~ ~~Financial Officer has~~ concluded that, as of ~~June~~December 3031, ~~2024~~2025, ~~the~~our ~~Company’s~~ disclosure controls and procedures were not effective to provide reasonable assurance because certain deficiencies involving internal controls constituted material weaknesses, as discussed below. ~~This~~The ~~conclusion~~material byweaknesses identified did not result in the ~~Company’s Chief~~restatement ~~Executive~~of ~~Officer/Chief~~any ~~Financial~~previously ~~Officer~~ reported financial statements or any other related financial disclosure, and management does not ~~relate~~believe ~~to reporting~~that ~~periods~~the ~~after~~material ~~June~~weaknesses ~~30,~~had ~~2024~~any effect on the accuracy of our financial statements for the current reporting period.

~~Management’s~~Limitations ~~Report~~ on ~~Internal~~Effectiveness ~~Control~~of ~~Over Financial Reporting~~Controls

~~Under~~A ~~the~~system ~~supervision~~of ~~and~~controls, ~~with~~however ~~the~~well ~~participation~~designed ofand ~~our management~~operated, ~~including~~can ~~our~~provide ~~Chief~~only ~~Executive~~reasonable, ~~Officer/Chief~~and ~~Financial~~not ~~Officer~~absolute, weassurance ~~conducted~~that anthe ~~evaluation~~system ofwill ~~the~~meet ~~effectiveness~~its ofobjectives. ~~our~~The ~~internal~~design ~~control~~of ~~over~~a ~~financial~~control ~~reporting~~system asis ofbased, ~~June~~in 30part, ~~2024~~upon ~~based~~the onbenefits of the ~~framework~~control ~~stated~~system relative to its costs. Control systems can be circumvented by the ~~Committee~~individual acts of ~~Sponsoring~~some ~~Organizations~~persons, by collusion of ~~the~~two ~~Treadway~~or ~~Commission.~~more ~~Furthermore~~people, ~~due~~or toby ~~our~~management ~~financial~~override ~~situation,~~of wethe ~~will~~control. beIn ~~implementing~~addition, ~~further~~over ~~internal~~time, controls asmay we become ~~operative~~inadequate sobecause asof tochanges ~~fully~~in ~~comply~~conditions, or the degree of compliance with the ~~standards~~policies ~~set~~or byprocedures may deteriorate. Also, the ~~Committee~~design of ~~Sponsoring~~any ~~Organizations~~control ofsystem is based in part upon assumptions about the ~~Treadway~~likelihood ~~Commission~~of future events.

~~Our~~Changes ~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined~~ in ~~Rules 13a-15(f)~~Internal ~~and~~Control 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over ~~financial~~Financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Reporting

~~Based~~There onwere ~~its~~no ~~evaluation~~changes asin ~~of June 30, 2024,~~ our ~~management concluded that our~~ internal ~~controls~~control over financial reporting ~~were~~that ~~not~~occurred ~~effective~~during asthe offiscal ~~June~~year ~~30,~~ended ~~2024.~~December A31, ~~material~~2025, ~~weakness~~that ismaterially ~~a deficiency~~affected, or aare ~~combination~~reasonably oflikely ~~control~~to ~~deficiencies~~materially affect, inour internal control over financial reporting ~~such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis~~.

1218 Table of Contents

~~The~~Management’s ~~material~~Annual ~~weakness~~Report ~~relates~~on toInternal ~~the~~Control ~~following:~~Over Financial Reporting

~~1. Accounting and Finance Personnel Weaknesses –~~ Our ~~current~~management ~~accounting staff~~ is ~~relatively~~responsible ~~small~~for establishing and wemaintaining doadequate ~~not~~internal ~~have~~control ~~the~~over ~~required~~financial ~~infrastructure~~reporting ofas ~~meeting~~defined ~~the~~in ~~higher~~Rule ~~demands~~13a-15(f) ofunder ~~being~~the aExchange UAct.S. ~~public~~We ~~company.~~have ~~This~~assessed ~~material~~the ~~weakness~~effectiveness ~~also~~of ~~relates~~those tointernal acontrols ~~lack~~as of ~~personnel~~December ~~with~~31, ~~expertise in preparing financial statements in accordance with U.S. GAAP~~2025, inusing ~~addition to~~ the ~~small~~Committee ~~size~~ of ~~the~~Sponsoring ~~staff.~~Organizations ~~2. Lack~~ of ~~Internal Audit Function – We lack sufficient resources to perform~~ the ~~internal~~Treadway ~~audit~~Commission ~~function.~~(“COSO”) 3.Internal ~~Lack~~Control—Integrated ofFramework ~~Audit~~(2013) ~~Committee-~~as ~~We lack~~ a ~~formal~~basis ~~audit~~for ~~committee~~our assessment.

InBecause ~~order~~of toinherent ~~mitigate~~limitations, ~~these~~internal ~~material~~control ~~weaknesses~~over tofinancial ~~the~~reporting ~~fullest~~may ~~extent~~not ~~possible~~prevent or detect misstatements. Therefore, ~~the~~even ~~Company~~those ~~continues~~systems determined to ~~study~~be effective can provide only reasonable assurance respecting financial statement preparation and presentation. Further, the ~~implementation~~design of ~~additional~~a ~~internal~~control ~~controls~~system ~~over~~must ~~accounting~~reflect the fact that there are resource constraints, and ~~financial~~the ~~reporting~~benefits of controls must be considered relative to their costs.

~~This~~A ~~annual~~material ~~report~~weakness ~~does~~in ~~not~~internal ~~include~~controls anis ~~attestation~~a ~~report~~deficiency ofin ~~the~~internal ~~Company’s~~control, ~~independent~~or ~~registered~~combination ~~public~~of ~~accounting~~control ~~firm~~deficiencies, ~~regarding~~that ~~internal~~adversely ~~control~~affects ~~over~~our ~~financial~~ability ~~reporting.~~to ~~Management’s~~initiate, ~~report~~authorize, ~~was~~record, ~~not~~process, ~~subject~~or toreport ~~attestation~~external byfinancial ~~our~~data ~~registered~~reliably ~~public~~in accordance with accounting ~~firm~~principles ~~pursuant~~generally toaccepted ~~temporary~~in ~~rules~~the United States of ~~the~~America ~~SEC~~such that ~~permit~~there usis tomore ~~provide~~than ~~only~~a ~~management’s~~remote ~~report~~likelihood inthat ~~this~~a ~~Annual~~material ~~Report~~misstatement onof ~~Form~~our ~~10-K~~annual or interim financial statements that is more than inconsequential will not be prevented or detected.

~~Changes~~Based inon ~~Internal~~our ~~Control~~evaluation ~~Over~~of ~~Financial~~internal ~~Reporting~~control over financial reporting, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 as a result of the following material weaknesses identified by management:

NoControl ~~change~~Environment in- ~~the~~We ~~Company’s~~did ~~internal~~not ~~control~~maintain ~~over~~an ~~financial~~effective ~~reporting~~control ~~occurred~~environment ~~during~~for ~~the quarter ended June 30, 2024, that materially affected, or is reasonably likely to materially affect, the Company’s~~ internal control over financial reporting.

Segregation of Duties - As a result of limited resources and staff, we did not maintain proper segregation of incompatible duties. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

These weaknesses are continuing. Management and the board of directors are aware of these weaknesses that result because of limited resources and staff. Management has begun the process of formally documenting our key processes as a starting point for improved internal control over financial reporting. Efforts to fully implement the processes we have designed have been renewed.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Item 9B. Other Information

None.

1319 Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. ~~Effective January 5, 2017, Tzongshyan George Sheu resigned as Vice President, Secretary and Director of the Company.~~ Our director and executive officer at ~~June~~December 3031, ~~2024~~2025 is as follows:

Name		Age		Position
Jian Li		6364		Chairman, CEO and CFO

Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Information concerning Mr. Jian Li is as follows: Mr. Li has been Chairman, CEO and CFO of our Company since February 6, 2013. From February 2002 to date he has been President/Owner of FAMCe (formerly known as First America Metal Corporation), a company in the Recycling Industry. He has a B.S. – Engineering in 1982 from Zhejiang Industrial University, China. As a member of the board, Mr. Li contributes significant industry-specific experience and expertise on our products and services as well as significant management experience. He has had experience in the recycling business for more than 20 years.

~~Legal~~Significant ~~Proceedings~~Employees

~~Except~~Roy (“Rex”) Cheng, age 50, has served as ~~set~~President ~~forth~~of ~~above~~METech orRecycling ~~provided~~since ~~below,~~2006. noHe ~~officer~~joined the company as Operations Manager in January 2006 and has held key roles including General Manager of the Gilroy facility, ~~director~~Vice President of Operations, orand ~~persons~~Chief ~~nominated~~Operating ~~for~~Officer. ~~such~~He ~~positions,~~played ~~promoter~~a orkey ~~significant~~role ~~employee~~during ~~has~~METech ~~been~~Recycling ~~involved~~listing inon the ~~last~~Singapore ~~ten~~Stock ~~years~~Exchange in(2016 ~~any~~to 2019). Mr. Cheng earned a Bachelor of Business degree (2002) from the ~~following:~~University of Tasmania, Australia.

(1)	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Robert Laughlin, age 54, has served as Vice President of Business Development at METech Recycling since February 2016. He has been engaged in technology sales, business development, and telecommunications for over thirty years, including more than fourteen years in the electronics recycling and IT asset disposition (ITAD) industry. He entered the e-waste industry during his tenure at Broadband Integrated Resources, later acquired by Avnet, where he served as Vice President of Sales and Senior Business Development Manager (years).

~~(i)~~Table Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;Contents

(4)	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;
(5)	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Nicole Palacio, age 45, has served as Assistant Director of Operations at METech Recycling since 2023. She has over twenty-six years of experience in the e-waste industry, with a background in operations management and customer service. Ms. Palacio was employed for sixteen years in the IT Asset Management Services division of ECS Refining, Inc. (no longer operating), where she managed contracts and customer accounts. Her experience in operations and client relations contributes valuable expertise to our leadership team.

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(6)	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7)	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act(15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

Section 16(a) Beneficial Ownership Reporting Compliance

We are not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our CEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the latest two fiscal years ended ~~June~~December 3031, ~~2024,~~2025 and ~~June 30, 2023~~2024.

Name andprincipal position	Year	Salary		Bonus		StockAwards		~~Option awards~~Optionawards		Nonequityincentiveplancompensation		Nonqualifieddeferredcompensationearnings		All othercompensation		Total
		$		$		$		$		$		$		$		$
Jian Li	~~2024~~2025		0		0		0		0		0		0		0		0
CEO/CFO	~~2023~~2024		0		0		0		0		0		0		0		0

We have not paid any compensation to our executive officer and we have no agreements or understandings, written or oral, to pay him compensation. We do not pay compensation to our sole director apart from his compensation as an executive officer.

15We ~~Table~~do ofnot ~~Contents~~have any outstanding equity awards at December 31, 2025.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information for our executive officer concerning unexercised options, stock that has not vested, and equity incentive plan awards as of fiscal year ended June 30, 2024.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END JUNE 30, 2024

Name		Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable				Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable				EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)				OptionExercisePrice($)				OptionExpirationDate				NumberofSharesor Unitsof StockThatHaveNotVested(#)				MarketValueofSharesorUnitsofStockThatHaveNotVested($)				EquityIncentivePlanAwards:NumberOfUnearnedShares,Units orOtherRightsThat HaveNotVested(#)				EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNotVested($)
Jian Li			0				0				0				0				0				0				0				0				0

Long-Term Incentive Plans

~~There~~We ~~are~~do nonot have any arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers~~, except that our directors and executive officers may receive stock options at the discretion of our Board of Directors~~. We do not have any material bonus or profit sharing plans ~~pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors~~.

AsWe ofdo ~~the~~not ~~date of this report, we~~ have noany compensatory ~~plan~~plans or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer’s employment with our Company, from a change in control of our Company or a change in such officer’s responsibilities following a change in controlarrangements.

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Board of Directors

Director Compensation for fiscal year ended June 30, 2024

Name		Feesearnedor paidin cash($)				Stockawards($)				Optionawards($)				Non-equityincentive plancompensation($)				Nonqualifieddeferredcompensationearnings($)				All othercompensation($)				Total($)
Jian Li			0				0				0				0				0				0				0

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the person named has sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owner of our common stock listed below has sole voting and investment power with respect to the shares shown. The business address of the shareholder is 1000 East Armstrong Street, Morris, IL 60450.

Name	Number ofShares ofCommon stock		Percentage
Jian Li		6,388,010		80.21	%
Jian Li*		86,388,010		98.208	%
All executive officers and directors as a group [1 person]		6,388,010		80.21	%
All executive officers and directors as a group		86,388,010		98.208	%

~~This~~*includes ~~table~~6,388,010 isshares ~~based~~directly ~~upon~~owned ~~information~~by ~~derived from our stock records~~Mr. ~~Unless~~Li, ~~otherwise~~29,056,000 ~~indicated~~shares inowned ~~the~~by ~~footnotes~~First toAmerica ~~this~~Metal ~~table~~Corp. and ~~subject to community property laws where applicable~~50,944,000 ~~the shareholder named in this table has sole or shared voting and investment power with respect to the~~ shares ~~indicated as beneficially~~ owned. ~~Except~~by asFirst ~~set~~America ~~forth~~Management ~~above,~~Group ~~applicable~~Corp. ~~percentages~~Both corporations are ~~based~~entirely ~~upon~~owned ~~7,964,090~~by ~~shares~~Mr. ~~of common stock outstanding as of June 30, 2024~~Li.

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Loans from Officer/Shareholder

From ~~the~~time ~~period~~to ~~of April 1~~time, ~~2012~~Jian ~~to February 28~~Li, ~~2013~~Officer, ~~the~~has ~~former~~advanced ~~company’s~~the ~~officer,~~Company ~~Keming~~funds. ~~Li,~~These ~~loaned~~loans ~~$25,787~~have tono ~~First~~stated ~~America~~maturity ~~Resources~~date ~~Corporation~~or ~~(formerly~~interest ~~known~~rate asand ~~Golden~~are ~~Oasis~~due ~~New~~on ~~Energy~~demand. ~~Group,~~As ~~Inc.)~~of ~~without~~December ~~interest~~31, 2025 and ~~without~~2024, ~~written~~the ~~agreement.~~balance ~~The~~due ~~payment~~to ~~term~~Jian isLi ontotaled ~~demand~~$228,933, respectively.

OnAt ~~February~~December 631, ~~2013~~2025, ~~Mr.~~and ~~Keming~~2024, Lioutstanding ~~sold~~notes ~~his~~payable ~~shares~~due to ~~Mr.~~First ~~Jian~~America ~~Li,~~Management ~~and~~Group MrCorp., ~~Jian Li became~~ the ~~loan~~Company’s ~~holder~~largest ~~for all the prior loans advanced by the former officer~~shareholder, ~~Mr.~~totaled ~~Keming Li. As of March 31~~$519,000 ~~2013,~~and ~~the total loans from shareholder or officer was~~ $25556,~~787~~000, respectively.

~~For~~At ~~the~~December ~~period~~31, ~~of April 1~~2025, ~~2013~~and ~~to June 30~~2024, ~~2018,~~outstanding ~~the~~notes ~~officer~~payable ~~and~~due ~~shareholder~~to ~~Jian~~First LiAmerica ~~additionally~~Metal ~~loaned $121~~Corp,~~146~~ to the Company’s ~~for~~second ~~continually~~largest ~~operating~~shareholder, oftotaled ~~the~~$707,000 ~~business~~and $157,000, respectively.

For the period of July 1, 2018 to June 30, 2019, the officer and director Jian Li additionally loaned $15,000 to the Company for continually operating of the business.

For the period of July 1, 2019 to June 30, 2020, the officer and director Jian Li additionally loaned $22,000 to the Company for continually operating of the business.

For the period of July 1, 2020 to June 30, 2021, the officer and director Jian Li additionally loaned $25,000 to the Company for continually operating of the business.

For the period of July 1, 2021 to June 30, 2022, the officer and director Jian Li additionally loaned $20,000 to the Company for continually operating of the business.

As of June 30, 2023, the total loan outstanding from officer and director Jian Li is $ 228,933.

Director Independence

Item 14. Principal Accountant Fees and Services

~~Boyle CPA, LLC was our independent auditor for the fiscal year ended June 30, 2021. Due to the 5 year limit of engagement per the PCAOB, we had to change our auditor to~~ Victor Mokuolu, CPA PLLC. He was our independent auditor for the fiscal ~~year~~years ended ~~June~~December 3031, 2025 and 2024. The following table shows the fees paid or accrued by us for the audit and other services provided ~~by both auditors~~ for fiscal ~~2024~~2025 and ~~2023~~2024.

	2024		2023
	2025		2024
Audit Fees	$	1181,500	$	1214,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	1181,500	$	1214,500

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.

Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.

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Item 15. 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-OXLEY ACT 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, and (iv) 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.

1924 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 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		~~September~~March 3031, ~~2024~~2026		/s/ Jian Li

Pursuant to the requirements of the Securities Exchange Act of 1934, 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,	~~September~~March 3031, ~~2024~~2026
		Principal Financial Officer andPrincipal Accounting Officer andDirector

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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-OXLEY ACT 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, and (iv) 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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