Annual Report (10-k)

Date : 10/12/2017 @ 4:37PM
Source : Edgar (US Regulatory)
Stock : First America Resources Corp (PC) (FSTJ)
Quote : 0.3  0.0 (0.00%) @ 12:15AM
First America Resources Corp share price Chart

Annual Report (10-k)

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

x

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

 

For the fiscal year ended June 30, 2017

 

OR

 

¨

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

 

For the transition period from _____________ to _____________

 

First America Resources Corporation

(Name of small registrant as specified in its charter)

 

Nevada

5065

27-2563052

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS I.D)

 

1000 East Armstrong Street, Morris, IL

60450

(Address of principal executive offices)

(Zip Code)

 

SEC File No.  333-175482

 

Issuer’s telephone number:  815-941-9888

 

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

 

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

 

(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  x

 

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  x 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  x No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ¨ No  x

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

¨

Accelerated filer 

¨

Non-accelerated filer 

¨

Smaller reporting company 

x

(Do not check if a smaller reporting company)

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, which is December 31, 2016: $398,205 (based on the per share issuance price of the Registant’s Common Stock.)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes  x No  ¨

 

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 7,964,090 shares as of June 30, 2017.

 

 
 
 

TABLE OF CONTENTS

 

PART I

 

Item 1.

Description of Business

4

 

Item 2.

Description of Property

5

 

Item 3.

Legal Proceedings

5

 

Item 4.

Mine Safety Disclosures

5

 

PART II

 

Item 5.

Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

6

 

Item 6.

Selected Consolidated Financial Data

6

 

Item 7.

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

7

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

10

 

Item 8.

Financial Statements

11

 

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

12

 

Item 9A.

Controls and Procedures

12

 

Item 9B.

Other Information

13

 

PART III

 

Item 10.

Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

14

 

Item 11.

Executive Compensation

15

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

17

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

17

 

Item 14.

Principal Accountant Fees and Services

18

 

Item 15.

Exhibits

19

    

 
2
 
 

 

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, or 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.

 

 
3
 
Table of Contents

 

PART I

 

Item 1. Description of Business

 

General

 

Organization and Current Status/Contemplated Acquisition

 

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 Vice-President, Secretary of the Company and a Director on the Board of Directors of the Company as well.

 

In connection with this change of control, we discontinued our current business. It is anticipated we will acquire First America Metal Corporation, a business owned primarily by Mr. Jian Li, 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.

 

First America Metal Corporation in Morris, IL which 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. First America Metal Corp. 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.

 

Our Employees

 

Our only employee is our management. We have no collective bargaining agreement with our employees. We consider our relationship with our employee to be excellent.

 

 
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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, N.E., 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 office address is at 1000 East Armstrong Street, Morris, IL 60450. Space is being provided at no charge by 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.

 

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.

 

 
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PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

 

Trading History

 

Our common stock is quoted on the Over-The-Counter Markets under the symbol “FSTJ.”

 

Bid Information*

 

Financial Quarter Ended

 

High Bid

 

 

Low Bid

 

 

 

 

 

 

 

 

June 30, 2017

 

$ .51

 

 

$ .30

 

March 31, 2017

 

$ .51

 

 

$ .30

 

December 31, 2016

 

$ .51

 

 

$ .30

 

September 30, 2016

 

$ .51

 

 

$ .30

 

June 30, 2016

 

$ .51

 

 

$ .30

 

March 31, 2016

 

$ .51

 

 

$ .30

 

December 31, 2015

 

$ .51

 

 

$ .30

 

September 30, 2015

 

$ .51

 

 

$ .30

 

______________

* The quotation do 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 Consolidated Financial Data

 

Not required.

 

 
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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

 

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 Vice-President, Secretary of the Company and a Director on the Board of Directors of the Company as well.

 

In connection with this change of control, we discontinued our current business. It is anticipated we will acquire First America Metal Corporation, a business owned primarily by Mr. Jian Li, 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.

 

First America Metal Corporation in Morris, IL which 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. First America Metal Corp. 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.

 

 
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Results of Operations

 

For the fiscal year ended June 30, 2017 vs. June 30, 2016:

 

Revenue

 

The Company had zero sales revenue for the fiscal years ended at June 30, 2017 and 2016.

 

Cost of Revenue

 

For the fiscal years ended June 30, 2017 and 2016, there was no Cost of Goods Sold recorded.

 

Expense

 

Our expenses consist of selling, general and administrative expenses as follows:

 

For the fiscal year ended June 30, 2017 and 2016, there were total of $32,074 and $32,451 operating expenses, respectfully.

 

Detail is shown in the below table:

 

 

 

Year Ended

June 30,

 

 

Year Ended

June 30,

 

 

 

2017

 

 

2016

 

Expense

 

 

 

 

 

 

Bank Service Charges

 

$ 24

 

 

$ 238

 

License & Registration

 

 

2,860

 

 

 

1,200

 

Professional Fees

 

 

29,190

 

 

 

30,224

 

Other

 

 

-

 

 

 

789

 

Total Expense

 

$ 32,074

 

 

$ 32,451

 

 

 
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Income & Operation Taxes

 

We are subject to income taxes in the U.S.

 

We paid no income taxes in USA for the fiscal years ended June 30, 2017 and 2016 due to the net operation loss in USA.

 

Net Loss

 

We incurred net losses of $32,074 and $32,450 for the fiscal years ended June 30, 2017 and 2016, respectfully.

 

Foreign Currency Translation

 

The Company has 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.

 

Liquidity and Capital Resources

 

 

 

At June 30,

 

 

At June 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Current Ratio

 

 

0.05

 

 

 

0.08

 

Cash

 

$ 6,928

 

 

$ 7,831

 

Working Capital

 

$ (125,630 )

 

$ (93,556 )

Total Assets

 

$ 6,928

 

 

$ 7,831

 

Total Liabilities

 

$ 132,558

 

 

$ 101,387

 

 

 

 

 

 

 

 

 

 

Total Equity

 

$ (125,630 )

 

$ (93,556 )

 

 

 

 

 

 

 

 

 

Total Debt/Equity

 

 

-1.01

 

 

 

-1.05

 

 

Current Ration = Current Asset / Current Liabilities

Working Capital = Current asset - Current Liabilities

Total Debt / Equity = Total Loans from Officers / Total Shareholders' Equity

 

The Company had cash and cash equivalents of $6,928 at June 30, 2017 and negative working capital of $125,630. There were total liabilities of $132,558 at June 30, 2017. The Company had cash and cash equivalents of $7,831 at June 30, 2016 and negative working capital of $93,556. There were total liabilities of $101,387 at June 30, 2016.

 

 
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Until 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 yearly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

 

At June 30, 2017, we owe Mr. Li an aggregate of $ 126,933 on these loans, which are oral and bear no interest, due upon demand.

 

After our potential acquisition, we may still need to secure additional debt or equity funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described above.

 

Our lack of revenues and cash raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations. 

 

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

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not required.

 

 
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Item 8. Financial Statements

 

First America Resources Corporation

 

Audited Financial Statements

 

As of June 30, 2017 and 2016

 

 
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Table of Contents

 

Independent Auditor’s Report on the Financial Statements

 

F-2

 

 

 

 

 

Balance Sheet

 

F-4

 

 

 

 

 

Statement of Operations

 

F-5

 

 

 

 

 

Statement of Changesin Stockholders’ Equity

 

F-6

 

 

 

 

 

Statement of Cash Flows

 

F-7

 

 

 

 

 

Notes to Financial Statements

 

F-8

 

    

 
F-1
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and

Stockholders of First America Resources Corporation

 

I have audited the accompanying consolidated balance sheet of First America Resources Corporation (the “Company”) as of June 30, 2017, and the related statements of operations, stockholders’ equity, and cash flows for year then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

 

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

 

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First America Resources Corporation as of June 30, 2017, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note E to the financial statements, the Company’s continuing operating losses 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.

 

/s/ Boyle CPA, LLC

 

Bayville, NJ

October 12, 2017

 

361 Hopedale Drive SE

Bayville, NJ 08721

 

P (732) 822-4427

 

 
F-2
 
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Independent Registered Public Accounting Firm’s Auditor’s Report on the Consolidated Financial Statements

 

Board of Directors and Shareholders of First America Resources Corporation

 

We have audited the accompanying balance sheets of First America Resources Corporation formerly Golden Oasis New Energy Group Inc as of June 30, 2016, and the related statements of income, shareholders’ equity, and cash flows for the year ended June 30, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First America Resources Corporation. as of June 30, 2016, and the results of its operations, shareholders’ equity, and their cash flows for the year ended June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note E Going Concern, the Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.

 

/s/  Enterprise CPAs, Ltd.

 

Enterprise CPAs, Ltd.

Chicago, IL 60616

 

September 26, 2016

 

 

 
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FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

 

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 6,928

 

 

$ 7,831

 

Total Current Assets

 

 

6,928

 

 

 

7,831

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 6,928

 

 

$ 7,831

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 5,625

 

 

$ 3,300

 

Loan from officers

 

 

126,933

 

 

 

98,087

 

Total Current Liabilities

 

 

132,558

 

 

 

101,387

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

132,558

 

 

 

101,387

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 7,964,090 shares issued and outstanding

 

 

7,964

 

 

 

7,964

 

Additonal paid-in capital

 

 

190,860

 

 

 

190,860

 

Accumulated deficit

 

 

(324,454 )

 

 

(292,380 )

Total stockholders' equity

 

 

(125,630 )

 

 

(93,556 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 6,928

 

 

$ 7,831

 

 

See accompanying notes to financial statements.

 

 
F-4
 
Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

 

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenues

 

$ -

 

 

$ -

 

Cost of Goods Sold

 

 

-

 

 

 

-

 

Gross Profit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

32,074

 

 

 

32,451

 

Total Operating Expenses

 

 

32,074

 

 

 

32,451

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(32,074 )

 

 

(32,451 )

 

 

 

 

 

 

 

 

 

Other income 

 

 

 

 

 

 

 

 

Investment income

 

 

-

 

 

 

1

 

Total Other Income

 

 

-

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(32,074 )

 

 

(32,450 )

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (32,074 )

 

$ (32,450 )

 

 

 

 

 

 

 

 

 

Net Loss per Common Share- Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,964,090

 

 

 

7,964,090

 

 

See accompanying notes to financial statements.

 

 
F-5
 
Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

FOR THE YEARS ENDED JUNE 30, 2016 AND 2017 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Additional 

 

 

 

 

 

 

 

 Common Stock 

 

 

 Paid-in 

 

 

 Accumulated 

 

 

 

 

 

 Shares 

 

 

 Amount 

 

 

 Capital 

 

 

 Deficit 

 

 

 Total 

 

Balance, June 30, 2015 

 

 

7,964,090

 

 

$ 7,964

 

 

$ 190,860

 

 

$ (259,930 )

 

$ (61,106 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32,450 )

 

 

(32,450 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2016 

 

 

7,964,090

 

 

 

7,964

 

 

 

190,860

 

 

 

(292,380 )

 

 

(93,556 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32,074 )

 

 

(32,074 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2017 

 

 

7,964,090

 

 

$ 7,964

 

 

$ 190,860

 

 

$ (324,454 )

 

$ (125,630 )

 

See accompanying notes to financial statements.

 

 
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FIRST AMERICA RESOURCES CORPORATION

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (32,074 )

 

$ (32,450 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

 

2,325

 

 

 

3,100

 

Net cash used in operating activities

 

 

(29,749 )

 

 

(29,350 )

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Loans from shareholders

 

 

28,846

 

 

 

36,000

 

Net cash provided by financing activities

 

 

28,846

 

 

 

36,000

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(903 )

 

 

6,650

 

Cash and cash equivalents, beginning of year

 

 

7,831

 

 

 

1,181

 

Cash and cash equivalents, end of year

 

$ 6,928

 

 

$ 7,831

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Taxes

 

$ -

 

 

$ -

 

 

See accompanying notes to financial statements.

 

 
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FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE A - BUSINESS DESCRIPTION

 

First America 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.

 

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

 

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

 

Going Concern and Plan of Operation

 

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not earned any profit from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Development Stage Company

 

The Company was considered to be in the development stage as defined FASB ASC Topic 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to raise sales. In June 2014, the FASB amended ASC 915 to eliminate the defination of a development stage entity and eliminate the related presentation and disclosure requirements. With the implementation of this amendment, the Company no longer presents the development stage disclosures.

 

 
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Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

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

 

The Company’s fiscal year end is June 30.

 

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, 2017 and 2016, there was $ 6,928 and $7,831 in cash and cash equivalents, respectively.

 

Stock-Based Compensation

 

The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

 

Basic and Diluted Net Loss per Common Share

 

The Company computes per share amounts in accordance with FASB ASC Topic 260, “Earnings per Share”. ASC 260 requires presentation of basic and diluted EPS.

 

Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

 

 
F-9
 
Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Basic and Diluted Net Loss per Common Share (Continued)

 

As of June 30, 2016 and 2017, 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

 

In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 “Revenue Recognition for Sales of Product”, the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met:

 

 

· The seller's price to the buyer is substantially fixed or determinable at the date of sale.

 

 

 

 

· The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.

 

 

 

 

· The buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.

 

 

 

 

· The buyer acquiring the product for resale has economic substance apart from that provided by the seller.

 

 

 

 

· The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.

 

 

 

 

· The amount of future returns can be reasonably estimated.

 

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

 

The Company had zero revenue for the fiscal year ended at June 30, 2017 and 2016.

 

Cost of Goods Sold

 

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

 

For the year ended June 30, 2017 and 2016, there was no Cost of Goods Sold recorded.

 

 
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Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Operating Expenses

 

Operating expenses consist of selling, general and administrative expenses, mainly accounting and auditing fees, legal fees, SEC filing fees, and other professional fees.

 

For the year ended June 30, 2017 and 2016, the Company incurred $ 32,074 and $ 32,451 operating expenses, respectively.

 

Operating Leases

 

After February 6, 2013, the Company moved to the new address located at 1000 E. Armstrong St., Morris, IL 60450. There was no lease signed between the Company and the property owner, Jian Li, who is also the majority shareholder of the Company.

 

Income Tax

 

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability basis relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and concurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense.

 

Recent Accounting Pronouncements

 

In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and were originally set to be effective for annual and interim periods beginning after December 15, 2016. On July 9, 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is assessing the impact of adoption of the ASU.

 

 
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Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In 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 is assessing the impact of adoption of the ASU.

 

NOTE C - RELATED PARTY TRANSACTIONS

 

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

 

As of June 30, 2017 total 6,388,010 shares were issued to officers and directors. Please see the table below for details:

 

Name

 

 

Title

 

Share

QTY

 

 

Date

 

% of Common

Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jian Li

 

 

CEO & President

 

 

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, 2017.

 

 
F-12
 
Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE C - RELATED PARTY TRANSACTIONS (Continued)

 

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 was $25,787.

 

For the period of April 1, 2013 to June 30, 2015, the officer and director Jian Li additionally loaned $ 36,300 to the Company for continually operating of the business.

 

For the period of July 1, 2015 to June 30, 2016, the officer and director Jian Li additionally loaned $ 36,000 to the Company for continually operating of the business.

 

For the period of July 1, 2016 to June 30, 2017, the officer and director Jian Li additionally loaned $ 28,846 to the Company for continually operating of the business.

 

As of June 30, 2017, the total loan outstanding from officer and director Jian Li is $126,933.

 

NOTE D - SHAREHOLDERS’ EQUITY

 

Common Stock

 

Under the Company’s Articles of Incorporation dated May 10, 2010, the Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0.001.

 

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

 

Therefore, as of June 30, 2017, a total of 7,964,090 shares were issued and outstanding.

 

NOTE E - GOING CONCERN

 

The Company’s activities consist solely of corporate formation, raising capital and attempting to sell products to generate revenues.

 

 
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Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE E - GOING CONCERN (Continued)

 

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issue date of these financial statements.

 

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

 

As of June 30, 2017, the Company had no revenues, a working capital deficiency of $125,630 and an accumulated deficit of $324,454.

 

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 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 $290,454 available to offset taxable income in future years which commence expiring in fiscal 2030.

 

The income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates) of 15% to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

 

 

 

2017

 

 

2016

 

Income tax recovery at statutory rate

 

$ 32,074

 

 

$ 32,450

 

 

 

 

 

 

 

 

 

 

Valuation allowance change

 

$ (32,074 )

 

$ (32,450 )

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

$ -

 

 

$ -

 

 

 
F-14
 
Table of Contents

 

FIRST AMERICA RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2017 AND 2016

 

NOTE F – INCOME TAXES (CONTINUED)

 

The significant components of deferred income tax assets and liabilities at June 30, 2017 and 2016, respectively, are as follows:

 

Net operating loss carried forward

 

$ 290,454

 

 

$ 258,380

 

 

 

 

 

 

 

 

 

 

Valuation allowance

 

$ (290,454 )

 

$ (258,380 )

 

 

 

 

 

 

 

 

 

Net deferred income tax asset

 

$ -

 

 

$ -

 

   

 
F-15
 
Table of Contents

 

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

 

On August 28, 2017, the Company was informed by its independent registered public accounting firm, Enterprise CPAs, Ltd (“Enterprise”), that the client auditor relationship between the Company and Enterprise has ceased solely due to SEC auditor rotation requirements.

 

As of September 12, 2017, the Board of Directors of the Company approved of the replacement of Enterprise through the engagement of Boyle CPA, LLC (“Boyle”).

 

Neither the Report of Enterprise, the Company's Auditor on the financial statements of the Company for the fiscal years ended June 30, 2016 and 2015, nor subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company's audited financial statements contained a going concern qualification in the Company's audited financial statements. There were no disagreements or other “reportable events” as that term is described in Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, of Regulation SK, occurring within the Company’s two most recent fiscal years and the subsequent interim periods through the date of resignation.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer/Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2017. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer has concluded that, as of June 30, 2017, the Company’s disclosure controls and procedures were not effective. This conclusion by the Company’s Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after June 30, 2017.

 

Management’s Report on Internal Control Over Financial Reporting

 

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2017 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 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 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.

 

Based on its evaluation as of June 30, 2017, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2017. A material weakness is a deficiency, or a combination of control deficiencies, in 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.

 

 
12
 
Table of Contents

 

The material weakness relates to the following:

 

1.

Accounting and Finance Personnel Weaknesses  – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.

 

2.

Lack of Internal Audit Function  – We lack sufficient resources to perform the internal audit function.

 

 

3.

Lack of Audit Committee - We lack a formal audit committee

 

In order to mitigate these material weaknesses to the fullest extent possible, the Company continues to study the implementation of additional internal controls over accounting and financial reporting. 

 

This annual report does not include an attestation report of the Company s 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 temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

Changes in Internal Control Over Financial Reporting

 

No change in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2017, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

 
13
 
Table of Contents

 

PART III

 

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

 

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 directors and executive officers at June 30, 2017 are as follows:

 

Name

Age

Position

 

Jian Li

57

Chairman, CEO and CFO

 

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 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 Proceedings

 

Except as set forth above or provided below, no officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

 

(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:

 

 

(i)

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;

 

(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;

 

 
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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 30, 2017, and June 30, 2016. Effective January 5, 2017, Tzongshyan George Sheu resigned as Vice President, Secretary and Director of the Company.

 

 

Name and

principal position

 

Year

 

Salary

 

Bonus

 

Stock

Awards

 

Option 

awards

 

Nonequity

incentive

plan

compensation

 

Nonqualified

deferred

compensation

earnings

 

All other

compensation

 

Total

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Jian Li

 

2017

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

CEO/CFO

 

2016

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Tzongshyan George Sheu

 

2017

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Vice President/Secretary

 

2016

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

We have not paid any compensation to our two executive officers and we have no agreements or understandings, written or oral, to pay them compensation.

 

 
15
 
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Outstanding Equity Awards at Fiscal Year End

 

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of fiscal year ended June 30, 2017.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END JUNE 30, 2017

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

 

 

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

 

Number

of

Shares

or Units

of Stock

That

Have

Not

Vested

(#)

 

 

Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

 

 

Equity

Incentive

Plan

Awards:

Number

Of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

 

 

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jian Li

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tzongshyan George Sheu

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

Long-Term Incentive Plans

 

There are no 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.

 

As of the date of this report, we have no compensatory plan 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 control. 

 

 
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Board of Directors

 

Director Compensation for fiscal year ended June 30, 2017

 

Name

 

Fees

earned

or paid

in cash

($)

 

 

Stock

awards

($)

 

 

Option

awards

($)

 

 

Non-equity

incentive plan

compensation

($)

 

 

Nonqualified

deferred

compensation

earnings

($)

 

 

All other

compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jian Li

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tzongshyan George Sheu

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

Effective January 5, 2017, Tzongshyan George Sheu resigned as Vice President, Secretary and Director of the Company. We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.

 

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 persons named have 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 owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 1000 East Armstrong Street, Morris, IL 60450.

 

Name

 

Number of

Shares of

Common stock

 

 

Percentage

 

 

 

 

 

 

 

 

Jian Li

 

 

6,388,010

 

 

 

80.21 %

All executive officers and directors as a group [1 person]

 

 

6,388,010

 

 

 

80.21 %

 

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 7,964,090 shares of common stock outstanding as of June 30, 2017.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Loans from Officer/Shareholder

 

From the period of April 1, 2012 to February 28, 2013, the former company’s 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.

 
17
 
Table of Contents

 

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 was $25,787.

 

For the period of April 1, 2013 to June 30, 2015, the officer and shareholder Jian Li additionally loaned $36,300 to the Company for continually operating of the business.

 

For the period of July 1, 2015 to June 30, 2016, the officer and shareholder Jian Li additionally loaned $36,000 to the Company for continually operating of the business.

 

For the period of July 1, 2016 to June 30, 2017, the officer and shareholder Jian Li additionally loaned $28,846 to the Company for continually operating the business.

 

At June 30, 2017, we owe Mr. Li an aggregate of $ 126,933 on these loans, which are oral and bear no interest, due upon demand.

 

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.

 

Item 14. Principal Accountant Fees and Services

 

Boyle CPA, LLC was our independent auditor for the fiscal year ended June 30, 2017. Enterprise CPA was our independent auditors for the fiscal year ended June 30, 2016.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2017 and 2016.

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Audit Fees

 

$ 15,000

 

 

$ 15,000

 

Audit-Related Fees

 

 

 

 

 

 

-

 

Tax Fees

 

 

 

 

 

 

-

 

All Other Fees

 

 

 

 

 

 

-

 

Total

 

$ 15,000

 

 

$ 15,000

 

 

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.

 

 
18
 
Table of Contents

 

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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

 

101.INS

XBRL Instance Document**

 

101.SCH

XBRL Taxonomy Extension Schema Document**

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document**

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document**

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document**

___________________

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

 

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

 

 
19
 
Table of Contents

 

SIGNATURES

 

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

 

First America Resources Corporation,

a Nevada corporation

 

Title

Name

Date

Signature

Principal Executive Officer

Jian Li

October 12, 2017

/s/ Jian Li

 

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

SIGNATURE

NAME

TITLE

DATE

/s/ Jian Li

Jian Li

Principal Executive Officer,

October 12, 2017

Principal Financial Officer and

Principal Accounting Officer and

Director

 

 
20
 
Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

Document Description

 

31.1

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

 

32.1 *

CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

 

Exhibit 101 

Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

 

101.INS

XBRL Instance Document**

 

101.SCH

XBRL Taxonomy Extension Schema Document**

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document**

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document**

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document**

___________________

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

 

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

 

21

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