<SEC-DOCUMENT>0001165527-11-000219.txt : 20110510
<SEC-HEADER>0001165527-11-000219.hdr.sgml : 20110510

<ACCEPTANCE-DATETIME>20110308071856

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0001165527-11-000219

CONFORMED SUBMISSION TYPE:	S-1/A

PUBLIC DOCUMENT COUNT:		2

FILED AS OF DATE:		20110308

DATE AS OF CHANGE:		20110325


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			FIRST AMERICAN GROUP INC.

		CENTRAL INDEX KEY:			0001504678

		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]

		IRS NUMBER:				272094706

		STATE OF INCORPORATION:			NV

		FISCAL YEAR END:			0930



	FILING VALUES:

		FORM TYPE:		S-1/A

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-171091

		FILM NUMBER:		11670403



	BUSINESS ADDRESS:	

		STREET 1:		11037 WARNER AVE, SUITE 132

		CITY:			FOUNTAIN VALLEY

		STATE:			CA

		ZIP:			92708

		BUSINESS PHONE:		7145008919



	MAIL ADDRESS:	

		STREET 1:		11037 WARNER AVE, SUITE 132

		CITY:			FOUNTAIN VALLEY

		STATE:			CA

		ZIP:			92708



</SEC-HEADER>

<DOCUMENT>
<TYPE>S-1/A
<SEQUENCE>1
<FILENAME>g4897.txt
<DESCRIPTION>AMENDMENT NO. 5 TO FORM S-1
<TEXT>

    As filed with the Securities and Exchange Commission on March 8, 2011

                                                     Registration No. 333-171091
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 5
                                       TO
                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FIRST AMERICAN GROUP INC.
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S>                                  <C>                                   <C>
             Nevada                               7389                         27-2094706
(State or Other Jurisdiction of      (Primary Standard Industrial            (IRS Employer
 Incorporation or Organization)         Classification Number)           Identification Number)
</TABLE>

                           11037 Warner Ave, Suite 132
                        Fountain Valley, California 92708
                                 (714) 500-8919
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                   Mazen Kouta
                                    President
                            First American Group Inc.
                           11037 Warner Ave, Suite 132
                        Fountain Valley, California 92708
                          Telephone No.: (714) 500-8919

    (Address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
                              Thomas E. Puzzo, Esq.
                      Law Offices of Thomas E. Puzzo, PLLC
                               4216 NE 70th Street
                            Seattle, Washington 98115
                          Telephone No.: (206) 522-2256
                          Facsimile No.: (206) 260-0111

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, please check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering: [ ]

If this Form is a post-effective  registration  statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering: [ ]

If this Form is a post-effective  registration  statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering: [ ]

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)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                          <C>                   <C>                  <C>                   <C>
======================================================================================================
  Title of Each                               Proposed Maximum      Proposed Maximum        Amount of
Class of Securities      Amount of Shares      Offering Price      Aggregate Offering     Registration
 to be Registered        to be Registered       per Share (1)            Price                 Fee
------------------------------------------------------------------------------------------------------
Common Stock                 628,000               $0.10                $62,800               $4.48
======================================================================================================
</TABLE>
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(a) and (o) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF 1933,  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
                                   PROSPECTUS

THE  INFORMATION  IN THIS  PRELIMINARY  PROSPECTUS  IS NOT  COMPLETE  AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION  ("SEC") IS EFFECTIVE.  THIS
PRELIMINARY  PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES  AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION  WHERE THE OFFER
OR SALE IS NOT PERMITTED.


                  SUBJECT TO COMPLETION DATED MARCH 8, 2011


PRELIMINARY PROSPECTUS

                            FIRST AMERICAN GROUP INC.

                         628,000 SHARES OF COMMON STOCK

This is the initial offering of common stock of First American Group Inc. and no
public market currently exists for the securities being offered. We are offering
for sale a total of 628,000 shares of common stock at a fixed price of $0.10 per
share,  for a period of 16 months from the  effective  date of this  prospectus.
There is no minimum number of shares that must be sold by us for the offering to
proceed,  and we will  retain the  proceeds  from the sale of any of the offered
shares.  The offering is being  conducted on a  self-underwritten,  best efforts
basis, which means our President, Mazen Kouta, and Zeeshan Sajid, our Secretary,
will attempt to sell the shares.  This  Prospectus will permit our President and
our Secretary to sell the shares  directly to the public,  with no commission or
other remuneration  payable to him for any shares they may sell. In offering the
securities on our behalf,  they will rely on the safe harbor from  broker-dealer
registration  set out in Rule 3a4-1 under the  Securities  and  Exchange  Act of
1934, as amended.  The offering will conclude upon the earliest of (i) such time
as all of the common stock has been sold pursuant to the registration  statement
or (ii) 16 months from the effective date of this prospectus.

<TABLE>
<CAPTION>
                                                     Proceeds to          Proceeds to            Proceeds to
                                                       Company              Company                Company
                                                 Before Expenses if    Before Expenses if    Before Expenses if
               Offering Price                        10% of the            50% of the            100% of the
                 Per Share      Commissions        shares are sold      shares are sold        shares are sold
                 ---------      -----------        ---------------      ---------------        ---------------
<S>                <C>         <C>                     <C>                  <C>                    <C>
Common Stock       $0.10        Not Applicable         $6,280               $31,400                $62,800
Totals             $0.10        Not Applicable         $6,280               $31,400                $62,800
</TABLE>

First  American  Group Inc. is a development  stage company and currently has no
operations.  Any investment in the shares offered herein  involves a high degree
of risk.  You  should  only  purchase  shares  if you can  afford a loss of your
investment.  Our independent  registered  public  accountant has issued an audit
opinion for First  American  Group Inc.  which  includes a statement  expressing
substantial doubt as to our ability to continue as a going concern.  Since there
is no minimum amount of shares that must be sold by the Company,  we may receive
no proceeds or very minimal  proceeds from the offering and potential  investors
may end up holding shares in a company that:

     *    Has  not  received   enough   proceeds  from  the  offering  to  begin
          operations; and
     *    Has no market for its shares.

There  has been no  market  for our  securities  and a public  market  may never
develop,  or, if any market does develop,  it may not be  sustained.  Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration  statement  relating to this  prospectus,  we
hope to have a market  maker file an  application  with the  Financial  Industry
Regulatory  Authority  ("FINRA") for our common stock to be eligible for trading
on the  Over-the-Counter  Bulletin  Board. We do not yet have a market maker who
has agreed to file such  application.  There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities  Act,  because  we  have  nominal  assets  and  nominal   operations.
Accordingly,  the  securities  sold in this offering can only be resold  through
registration  under  Section 5 the  Securities  Act of 1933,  Section  4(1),  if
available, for non-affiliates or by meeting the conditions of Rule 144(i).

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  BEFORE BUYING ANY
SHARES,  YOU SHOULD CAREFULLY READ THE DISCUSSION OF MATERIAL RISKS OF INVESTING
IN OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

NEITHER THE U.S.  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR  DISAPPROVED  OF  ANYONE'S   INVESTMENT  IN  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              THE DATE OF THIS PROSPECTUS IS ________________, 2011
<PAGE>
                               TABLE OF CONTENTS

Prospectus summary                                                             3
Risk factors                                                                   7
Use of proceeds                                                               16
Determination of offering price                                               17
Dilution                                                                      17
Management's discussion and analysis of financial condition
 and results of operations                                                    18
Description of business                                                       24
Employees and employment agreements                                           32
Legal proceedings                                                             32
Directors, executive officers, promoter and control persons                   32
Executive compensation                                                        34
Certain relationships and related transactions                                35
Security ownership of certain beneficial owners and management                36
Plan of distribution                                                          37
Description of securities                                                     38
Disclosure of commission position indemnification for securities act
 liabilities                                                                  39
Interests of named experts and counsel                                        40
Experts                                                                       40
Available information                                                         40
Changes in and disagreements with accountants on accounting and
 financial disclosure                                                         40
Index to the financial statements                                            F-1

Please read this prospectus carefully.  It describes our business, our financial
condition and results of  operations.  We have prepared this  prospectus so that
you will have the information necessary to make an informed investment decision.

We have not  authorized  any  dealer,  salesperson  or other  person to give any
information or represent  anything not contained in this prospectus.  You should
not rely on any  unauthorized  information.  This  prospectus is not an offer to
sell or buy any  shares  in any  state  or  other  jurisdiction  in  which it is
unlawful.  The  information in this  prospectus is current as of the date on the
cover. You should rely only on the information contained in this prospectus.

                                       2
<PAGE>
                               PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS,  UNLESS THE CONTEXT OTHERWISE REQUIRES,  "WE," "US,"
"OUR," THE "COMPANY" AND "FIRST  AMERICAN  GROUP INC." REFERS TO FIRST  AMERICAN
GROUP INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE  PROSPECTUS
BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

                            FIRST AMERICAN GROUP INC.

We are a development  stage company which is engaged in the  development,  sales
and marketing of  voice-over-Internet-protocol  ("VoIP")  telephone  services to
enable  end-users  to place free phone  calls  over the  Internet  in return for
viewing and listening to advertising. First American Group Inc. was incorporated
in Nevada on March 11, 2010, under the name "Radikal Phones Inc." We changed our
name to First  American  Group Inc. on October 7, 2010. We intend to use the net
proceeds from this offering to develop our business operations (See "Description
of Business" and "Use of Proceeds").  Being a development stage company, we have
no revenues or operating history. Our principal executive offices are located at
11037 Warner Ave, Suite 132, Fountain Valley, California 92708. Our phone number
is (714) 500-8919.

From  inception  until  the  date  of this  filing,  we  have  had no  operating
activities.  Our financial  statements  from inception  (March 11, 2010) through
September 30, 2010, report no revenues and a net loss of $4,601. Our independent
registered  public  accountant  has issued an audit  opinion for First  American
Group Inc. which  includes a statement  expressing  substantial  doubt as to our
ability to continue as a going concern.

We are  offering  our shares and seeking to become a reporting  issuer under the
Securities  Exchange Act of 1934, as amended,  because we believe that this will
provide us with greater access to capital, that we will become better known, and
be able to obtain  financing  more easily in the future if investor  interest in
our  business  grows  enough  to  sustain  a  secondary  trading  market  in our
securities. Additionally, we believe that being a reporting issuer increases our
credibility and that we may be able to attract and retain more highly  qualified
personnel once we are not a shell company by potentially offering stock options,
bonuses,  or  other  incentives  with a  known  market  value.  Please  see  the
disclosure on page 12 titled,  "BECAUSE WE ARE A SHELL COMPANY,  YOU WILL NOT BE
ABLE TO RESELL YOUR  SHARES IN CERTAIN  CIRCUMSTANCES,  WHICH  COULD  HINDER THE
RESALE OF YOUR SHARES" for a discussion of the restrictions on resales of "shell
company" securities.

We anticipate that our revenue will come from two primary sources:  first,  from
the placement of advertising on our website and phone software, and second, from
paid calls by our customers.  We anticipate  that our  operations  will begin to
generate  revenue  approximately  18 to 24  months  following  the  date of this
prospectus.

If we sell 100% of shares being  offered,  we believe we will be able to be able
to execute our  business  plan to the fullest  potential  and have a  sufficient
amount of funds budgeted  toward sales and  marketing.  We will also initiate an
online advertising  campaign using Google Adwords.  The first year after raising
the funds will be spent on the  development  of our products and services and we
expect  revenue to  materialize  at the first  quarter of the  second  year,  as
illustrated in the following chart:

If we sell 75% of the shares being offered,  we believe we will have  sufficient
funding to complete the  development  of our products and services.  Mazen Kouta
and Zeeshan  Sajid,  officers and directors of our Company,  will either conduct
all the marketing,  sale and customer support activities or provide the company,
and will seek a loan of up to  $10,000 to hire a sales and  marketing  assistant
and conduct some  advertising.  We expect that our revenue will decrease between
25-30% from the above  projections  because of our inability to spend as much as
we would like on advertising and having less resources for marketing and sale.

If we sell 50% of the shares  being  offered,  we believe  will have  sufficient
funding to develop a Beta version of our software product.  We cannot be assured
however if the software  product will be in a sufficient state of development to
be able to be brought to commercialization.  At that point, we will evaluate the
state of product and services development.  If product is ready or very close to

                                       3
<PAGE>
commercialization, the directors will loan the company up to $10,000 to finalize
the product and market the product.  We expect Mazen Kouta and Zeeshan  Sajid to
conduct all the marketing,  sale and customer  support  activities.  Even with a
loan from our Directors,  we expect that our revenue figures will suffer because
of our inability to advertise for the company's services and our reliance solely
on social  marketing,  such as  Facebook,Twitter  and YouTube and word of mouth.
Additionally,  if we encounter additional  development costs, we may not be able
to deploy,  market and sell our products.  This may result of no revenue and the
failure of our business.  In the most optimistic scenario,  we expect revenue to
be less than 40% of the revenue projected above.

If we sell 25% of the shares being offered, we will not have sufficient funds to
develop our products and  services and don not expect to have any  revenues.  We
will have sufficient funds only to maintain the Company  operations on a minimal
basis  while we seek  further  funding.  If we sell less than 25% of the  shares
offered,  the  directors  will loan the  company up to $10,000 to  maintain  the
Company operations.

Year 1 will be spent on developing  our products and services and we expect zero
revenue during that period.

In Year 2, we anticipate revenues of $153,750.  We anticipate that we will start
generating  revenue in month 13 after we have  completed the share sale outline.
We expect that  revenue will  continue to increase and exceed  expenses by month
19. We anticipate that we will sustain $15,105 in losses between months 13-24.

In Year 3, we anticipate  revenues of $460,000 and a profit of $105,884  between
months 25-36, and only at this point will our revenues exceed our costs.

We make the following assumptions in our projections above for Year 2:

     -    We anticipate we will earn $20 CPM ($0.02 every time a customer  views
          an  advertising)  on the basis of  estimating  2 million  impressions,
          which represents approximately 167,000 impression per month.
     -    We  anticipate  we will  earn $0.3  every  time a  customer  clicks on
          advertising,   on  the   basis  of   estimating   200,000   clicks  or
          approximately 16,700 clicks per month.
     -    When a  customer  fills in a form or takes a survey or clicks  through
          and purchases a product,  we will earn revenue. We are estimating a $1
          per action and assuming that we will have 50,000  completions per year
          or approximately 4,200 completions per month.
     -    We anticipate that many calls outside North America will incur cost to
          the  customer.   We  are   estimating   750,000   minutes,   which  is
          approximately  2000 customers making 300 chargeable minutes per month.
          Since we are  planning to provide  this service as cheaply as possible
          to  customers,  we are only  assuming  $0.005 (half a cent) per minute
          profit.


Our  revenue  estimates  are  based  on  current  expectations,   estimates  and
projections   about  our  business  based  primarily  on  assumptions   made  by
management.  In making our revenue projections,  we have assumed that we will be
able to generate revenues from advertising based on our subjective view that our
telephony services and products will be fully developed and that there will be a
certain level of customer  acceptance and demand for our telephony  services and
products.  Therefore,  actual revenue outcomes and results may differ materially
from what is expressed or forecasted  in our revenue  estimates due primarily to
factors that advertisers generally look to in deciding whether to advertise on a
website.  Some of these  factors are:  (i) monthly  traffic and its repeat rate,
(ii) the number of unique visitors,  (iii) targeted marketing  opportunities and
demographics, (iv) how  professionally  designed  the  website  is,  and (v) how
established   the  website  is.  We   currently   do  not  satisfy  any  of  the
aforementioned  factors as they  relate to our  business,  and the  revenues  we
actually  generate  will  depend  primarily  on our  success in  developing  our
business  plan,  and  more  specifically,   our  ability  to  attract  potential
advertisers  based on  potential  advertisers'  views  about the  quality of our
business based on these factors.


While  going  to make a  phone  call,  a  customer  is  likely  to see  multiple
advertisements which will include a combination of banners and videos on the web
site,  the  advertiser's   portal  and  our  software  phone.  As  well,  people
investigating our service,  but not necessarily  register,  will earn us revenue
because they will be viewing advertising.

Our product will consist of: (i) one or more telephony servers,  (ii) a software
phone which allow  customers to place calls,  view and/or listen to advertising,
and (iii) a server to store customer  information and to keep customer  records,
call,  credits and payment history,  and which server will also contains our web
site, support center and customer account portal.  Since we are presently in the
development  stage of our  business,  we can provide no  assurance  that we will
successfully sell any products or services related to our planned activities.

                                       4
<PAGE>
The Company has no plan, agreement,  arrangement or understanding to engage in a
merger or acquisition with an unidentified company or companies, or other entity
or  person.   Similarly,  the  Company's  officer  and  directors,  the  Company
promoters,  and their  affiliates,  do not  intend for the  Company,  once it is
reporting,  to be used as a vehicle for a private  company to become a reporting
issuer under the Securities Exchange Act of 1934, as amended.

As of the date of this  prospectus,  there is no public  trading  market for our
common stock and no assurance that a trading market for our securities will ever
develop.

                                  THE OFFERING

The Issuer:                        First American Group Inc.

Securities Being Offered:          628,000 shares of common stock

Price Per Share:                   $0.10

Common stock outstanding
before the offering:               2,000,000 shares of common stock

Common stock outstanding
before the offering:               2,628,000 shares of common stock

Duration of the Offering:          The offering  will conclude upon the earliest
                                   of (i) such time as all of the  common  stock
                                   has been sold  pursuant  to the  registration
                                   statement  or (ii) such time as our  Officers
                                   and Directors decide to close the offering.

Net Proceeds:                      If 10% of the shares are sold - $6,280
                                   If 50% of the  shares are sold - $31,400
                                   If 100% of the shares are sold - $62,800

Securities  Issued and
Outstanding:                       There are  2,000,000  shares of common  stock
                                   issued and outstanding as of the date of this
                                   prospectus,  1,125,000 shares of which are by
                                   our President,  Treasurer and Director, Mazen
                                   Kouta,  and 875,000  shares of which are held
                                   by our Secretary and Director, Zeeshan Sajid.


Registration Costs:                We estimate our total  offering  registration
                                   costs to be approximately $15,004.47.


Risk Factors:                      See "Risk Factors" and the other  information
                                   in this  prospectus  for a discussion  of the
                                   factors you should  consider  before deciding
                                   to invest in shares of our common stock.

                                       5
<PAGE>
                          SUMMARY FINANCIAL INFORMATION

The  tables  and  information  below  are  derived  from our  audited  financial
statements for the period from March 11, 2010 (Inception) to September 30, 2010,
and our unaudited financial statements for the quarter ended December 31, 2010.

FINANCIAL SUMMARY

                                                       September 30, 2010
                                                       ------------------

Cash and Deposits                                           $ 8,224
Total Assets                                                $13,224
Total Liabilities                                           $ 1,825
Total Stockholder's Equity (Deficit)                        $11,399

STATEMENT OF OPERATIONS

                                                Accumulated From March 11, 2010
                                               (Inception) to September 30, 2010
                                               ---------------------------------
Total Expenses                                              $ 4,601
Net Loss for the Period                                     $ 4,601

FINANCIAL SUMMARY (UNAUDITED)
                                                       December 31, 2010
                                                       -----------------

Cash and Deposits                                           $ 7,845
Total Assets                                                $12,845
Total Liabilities                                           $ 3,825
Total Stockholder's Deficit                                 $ 9,020

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The  information  contained  in  this  prospectus,  including  in the  documents
incorporated  by reference into this  prospectus,  includes some statements that
are not  purely  historical  and that  are  "forward-looking  statements."  Such
forward-looking statements include, but are not limited to, statements regarding
our  Company  and  management's  expectations,  hopes,  beliefs,  intentions  or
strategies regarding the future,  including our financial condition,  results of
operations,  and the expected impact of the offering on the parties'  individual
and combined financial  performance.  In addition,  any statements that refer to
projections,   forecasts  or  other   characterizations   of  future  events  or
circumstances,   including  any  underlying  assumptions,   are  forward-looking
statements.   The  words   "anticipates,"   "believes,"   "continue,"   "could,"
"estimates,"   "expects,"   "intends,"  "may,"  "might,"  "plans,"   "possible,"
"potential,"  "predicts,"  "projects,"  "seeks,"  "should,"  "will," "would" and
similar   expressions,   or  the   negatives   of  such  terms,   may   identify
forward-looking  statements, but the absence of these words does not mean that a
statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current
expectations  and  beliefs  concerning  future  developments  and the  potential
effects on the  parties  and the  transaction.  There can be no  assurance  that
future  developments  actually  affecting  us will be those  anticipated.  These
forward-looking  statements  involve a number of risks,  uncertainties  (some of
which are beyond  the  parties'  control)  or other  assumptions  that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.

                                       6
<PAGE>
                                  RISK FACTORS

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date,  could decline due to any of these risks,  and you may lose all or
part of your investment.

                          RISKS RELATED TO OUR BUSINESS

WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED  OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We were incorporated on March 11, 2010 and to date have been involved  primarily
in organizational  activities.  We have not yet commenced  business  operations.
Further,  we have not yet fully  developed our business  plan, or our management
team, nor have we targeted or assembled any real or intangible  property rights.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.  We have not earned any revenues as of the date of this  prospectus.
Potential investors should be aware of the difficulties  normally encountered by
new  technology  related  companies  and  the  high  rate  of  failure  of  such
enterprises.  The  likelihood  of  success  must be  considered  in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  operations  that we plan to  undertake.  These  potential
problems  include,  but are not limited to,  unanticipated  problems relating to
design and  construction,  and  additional  costs and  expenses  that may exceed
current  estimates.  Prior to completion of our  construction  of a facility and
related systems,  we anticipate that we will incur increased  operating expenses
without realizing any revenues.  We expect to incur significant  losses into the
foreseeable  future. We recognize that if the effectiveness of our business plan
is not forthcoming,  we will not be able to continue business operations.  There
is no history upon which to base any  assumption  as to the  likelihood  that we
will prove  successful,  and it is doubtful  that we will generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

WITHOUT  THE  FUNDING  FROM THIS  OFFERING  WE WILL BE UNABLE TO  IMPLEMENT  OUR
BUSINESS PLAN.

Our current  operating  funds are less than  necessary  to complete our intended
operations of engaging in the development, sales and marketing of VoIP telephone
services  to enable  end-users  to place free phone  calls over the  Internet in
return for viewing and  listening  to  advertising.  We will need the funds from
this offering to commence activities that will allow us to operate for 12 months
under our business  plan.  As of December 31, 2010, we had cash in the amount of
$7,845 and  liabilities of $3,825.  We currently have limited  operations and we
have no income.  Since there is no minimum amount of shares that must be sold by
the  Company,  we may  receive no  proceeds or very  minimal  proceeds  from the
offering and potential investors may end up holding shares in a company that:

     *    Has  not  received   enough   proceeds  from  the  offering  to  begin
          operations; and
     *    Has no market for its shares.

Please see our discussion on pages 3 and 4 regarding how our business plan would
be negatively affected we do not sell 100% of the shares in this offering.

WE HAVE YET TO EARN  REVENUE  AND OUR  ABILITY  TO  SUSTAIN  OUR  OPERATIONS  IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING.  AS A RESULT,  THERE IS SUBSTANTIAL
DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have accrued net losses of $6,980 for the period from our  inception on March
11,  2010 to december  31,  2010,  and have no  revenues to date.  Our future is
dependent  upon our  ability  to obtain  financing  and upon  future  profitable
operations from our Internet telephone business.  Further, the finances required
to fully develop our plan cannot be predicted  with any certainty and may exceed
any estimates we set forth.  These factors raise  substantial doubt that we will
be able to continue  as a going  concern.  MaloneBailey,  LLP,  our  independent
registered public accountant, has expressed substantial doubt about our ability

                                       7
<PAGE>
to continue as a going concern.  This opinion could materially limit our ability
to raise additional funds by issuing new debt or equity securities or otherwise.
If we fail to  raise  sufficient  capital  when  needed,  we will not be able to
complete our business  plan.  As a result we may have to liquidate  our business
and you may lose your investment. You should consider our independent registered
public accountant's comments when determining if an investment in First American
Group Inc. is suitable.

BECAUSE OF THE UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT IN  TECHNOLOGY
RELATED VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties  normally  encountered by new technology
related  companies  and the  high  rate of  failure  of  such  enterprises.  The
likelihood of success must be  considered  in light of the  problems,  expenses,
difficulties,  complications and delays  encountered in connection with the plan
that we intend to  undertake.  These  potential  problems  include,  but are not
limited to,  unanticipated  problems  relating to the selection  acquisition and
development  of real and intangible  property as well as the  acquisition of the
services of personnel with the unique skills required,  and additional costs and
expenses  that may exceed  current  estimates.  Our plans for the  selection and
acquisition of these  properties and skills still requires further research and,
therefore,  any program  described or planned would be  developmental in nature.
There is no certainty that any expenditures  made in the development of the plan
or any related  operations,  will result in the  generation of any  commercially
viable products or commercial revenue.  Most development  projects do not result
in the production of commercially  viable technology related products.  Problems
such as unusual or unexpected  design and  construction  problems and delays are
common and often result in unsuccessful  development  efforts.  If the result of
our current plan does not generate viable commercial solutions, we may decide to
abandon our development  program.  Our ability to continue  development  will be
dependent  upon our possessing  adequate  capital  resources when needed.  If no
funding is available, we may be forced to abandon our operations.

IF WE FAIL TO  DEVELOP  SOFTWARE  PRODUCTS  OR WE OR  OTHERS  FAIL TO  DEVISE AN
APPROPRIATE  PRICING  MODEL FOR THESE  PRODUCTS,  WE ARE UNLIKELY TO ACHIEVE OUR
REVENUE GOALS.

Our future growth and  profitability,  if any, depend,  to a great extent on our
being able to  develop  and  market  future  versions  of  software  that can be
licensed to current and  potential  customers as a separate  product.  This is a
complex,  long-term  development  effort in a rapidly  changing and  competitive
arena.  We may not be able to complete  the effort  successfully  or in a timely
fashion,  particularly  given our lack of experience in development  projects of
this magnitude. The VoIP telephony solutions and communications software that we
intend to  develop  and market has not been  developed.  If and when  developed,
there  will be ongoing  requirements  for  software  updates  and  enhancements.
Consequently,  there can be no  assurance  that our  engineering  and  technical
design efforts will be successful in completing  such updates and  enhancements.
Our future  success will depend in part upon our ability to design and implement
new features to its VoIP telephony solutions and communications  software,  once
developed.  There can be no assurance that the Company will successfully develop
or  commercialize  software  updates,  enhancements and new features in a timely
manner, or that such updates,  enhancements and new features will achieve market
acceptance.  Any failure to design and implement a working version of our system
on a timely basis and at a price  acceptable  to our target  markets will likely
have a material adverse effect on the Company's business,  operating results and
financial condition.

MATERIAL DEFECTS OR ERRORS IN THE SOFTWARE WE DEVELOP COULD HARM OUR REPUTATION,
MAY  CAUSE US TO  BECOME  LIABLE  TO OUR  CUSTOMERS,  MAY  RESULT IN THE LOSS OF
CUSTOMERS WE MAY POTENTIALLY  HAV IN THE FUTURE,  OR MAY RESULT IN A SIGNIFICANT
COSTS TO US AND IMPAIR OUR ABILITY TO SELL OUR PRODUCT AND PROVIDE OUR SERVICE.

The  software  applications  we plan to develop  and which will  underlying  our
services  are  inherently  complex and may contain  material  defects or errors,
particularly  when first  introduced  or when new versions or  enhancements  are
released.  Any  defects  that cause  interruptions  to the  availability  of our
services could result in:

                                       8
<PAGE>
     *    a reduction in sales or delay in market acceptance of our services;
     *    sales credits or refunds to our customers;
     *    loss of existing customers and difficulty in attracting new customers;
     *    diversion of development resources;
     *    harm to our reputation; and
     *    increased warranty and insurance costs.

Any errors, defects or other  performance-related  issues regarding the software
used for our product and service may result in  customers  electing to terminate
the purchase of our product and/or our service,  or delay or withhold payment to
us which may result in a  significant  loss for the Company.  Customers may also
make  warranty  claims  against  us,  which  could  result in an increase in our
provision for doubtful  accounts,  an increase in collection cycles for accounts
receivable  or  costly  litigation.  We do not  maintain  and do not  expect  to
maintain in the foreseeable future, insurance adequately to cover these risks.

WE CURRENTLY HAVE NO CUSTOMERS AND OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP
A CUSTOMER BASE.

Our goal of achieving profitability depends on our ability to develop a customer
base,  and  thereafter to maintain and expand our customer  base.  Our potential
customers however,  will be free to use competing  products and services,  which
are  readily  available  and  low  cost.  These  factors  make it  difficult  to
anticipate what our future revenues from  anticipated  future customers will be.
If we are unable to attract a  significant  customer  or, if a customer  base is
developed  and we are unable to expand our  customer  base and to  increase  our
average revenues per customer, our business will be harmed.

THE SUCCESS OF OUR INTERNET  TELEPHONY  BUSINESS DEPENDS ON  RELATIONSHIPS  WITH
THIRD PARTIES, WHICH MAY BE DIFFICULT TO ESTABLISH AND MAINTAIN.

The development of our Internet telephony business will depend on our ability to
establish  and  maintain  strategic   relationships  with  technology   leaders.
Similarly,  we will likely have to maintain  compatibility  of our products with
the Internet  telephony  equipment since they are currently the most significant
manufacturers  of Internet  telephony  equipment.  We must also remain compliant
with industry standards set by third parties.  Further,  to develop and increase
traffic  for  our  Internet  telephony   service,   we  must  continue  to  make
arrangements with third parties to originate and terminate customer calls and to
expand our  network.  If we fail to develop and maintain  relationships  of this
sort, we will be unable to increase our Internet  telephony  business,  which is
key to our business strategy.

WE EXPECT THE PRICING  ADVANTAGE OF INTERNET  TELEPHONY TO DECLINE,  WHICH WOULD
HAMPER OUR EFFORTS TO EXPAND THIS KEY COMPONENT OF OUR BUSINESS.

Today,  Internet  telephony  generally enjoys a price advantage over traditional
international long distance rates. We expect this price differential to decline,
and it may  decline  more  rapidly  than we  expect.  If prices  of  traditional
international long distance calls decline to a point where Internet telephony no
longer  offers a price  advantage,  Internet  telephony  will lose an  important
competitive  advantage  and the prospects for this key component of our business
will decline.

OUR  POTENTIAL  CUSTOMERS  WILL  REQUIRE  A HIGH  DEGREE OF  RELIABILITY  IN THE
DELIVERY  OF OUR  SERVICES,  AND IF WE CANNOT  MEET THEIR  EXPECTATIONS  FOR ANY
REASON, DEMAND FOR OUR PRODUCTS AND SERVICES WILL SUFFER.

Our success depends in large part on our ability to assure generally  error-free
services,  uninterrupted  operation of our network and software  infrastructure,
and a  satisfactory  experience  for our  customers'  end  users  when  they use
Internet-based  communications services. To achieve these objectives,  we depend
on the quality,  performance and  scalability of our products and services,  the
responsiveness  of our  technical  support  and the  capacity,  reliability  and
security of our network  operations.  We also depend on third parties over which

                                       9
<PAGE>
we have no control.  For  example,  our ability to serve our  customers is based
solely on our network  access  agreement  with one service  provider and on that
service  provider's ability to provide reliable Internet access. Due to the high
level of performance required for critical  communications  traffic, any failure
to deliver a satisfactory  experience to end users, whether or not caused by our
own failures could reduce demand for our products and services.

WE FACE  SIGNIFICANT  COMPETITION IN THE MARKETS IN WHICH WE OPERATE,  INCLUDING
COMPETITION FROM LARGE TELEPHONE  COMPANIES,  WHICH COULD MAKE IT MORE DIFFICULT
FOR US TO SUCCEED.

The VoIP markets targeted by us are becoming  intensely  competitive and subject
to rapid  change.  Competitors  vary in size and in the scope and breadth of the
products and services offered.  We expect  competition from a number of sources.
In  addition,  we expect  additional  competition  from  other  established  and
emerging  companies as the public's  acceptance of VoIP continues to develop and
expand.  Increased  competition  may result in price  reductions,  reduced gross
margins and loss of market share, any of which could materially adversely affect
our business, operating results and financial condition. Many of our current and
potential competitors have significantly  greater financial,  marketing or other
resources than we do. As a result,  they may be able to devote greater resources
to the  development  and  implementation  of their  services  than we  will.  In
addition,  current and potential  competitors  have established or may establish
cooperative relationships among themselves or with third parties to increase the
ability of their  services  to address the needs of our  prospective  customers.
Accordingly,  it is possible that new competitors or alliances among competitors
may  emerge  and  rapidly  acquire  significant  market  share.  There can be no
assurance  that we will be able to  compete  successfully  against  current  and
future competitors or that competitive pressures faced by us will not materially
adversely affect its business, operating results and financial condition.

BECAUSE  OFFICERS AND DIRECTORS HAVE OTHER BUSINESS  INTERESTS,  THEY MAY NOT BE
ABLE  OR  WILLING  TO  DEVOTE  A  SUFFICIENT  AMOUNT  OF  TIME  TO OUR  BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Mazen  Kouta,  our  President,   Treasurer  and  Director,   currently   devotes
approximately  20 hours per week providing  management  services to us. While he
presently possesses adequate time to attend to our interest, it is possible that
the demands on him from other obligations  could increase,  with the result that
he would no longer be able to devote  sufficient  time to the  management of our
business.  The loss of Mr.  Kouta to our  company  could  negatively  impact our
business development.

In addition to his duties as President,  Treasurer  and  Director,  Mr. Kouta is
also  currently  a business  development  consultant  for Azzam  Business  Group
(Lebanon).

Zeeshan Sajid, our Secretary and Director,  currently  devotes 10 hours per week
providing  management services to us. While he presently possesses adequate time
to attend to our  interest,  it is  possible  that the demands on him from other
obligations  could increase,  with the result that he would no longer be able to
devote sufficient time to the management of our business.  The loss of Mr. Sajid
to our company could negatively impact our business development.

In addition to his duties as Secretary  and Director,  Mr. Sajid also  currently
the  president  Xeeonix  Technologies,  a  Pakistan-based  software  development
company, specialized in providing custom web development and VoIP solutions.

                                       10
<PAGE>
LITIGATION ARISING OUT OF INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER COMMERCIAL
DISPUTES COULD BE EXPENSIVE AND DISRUPT OUR BUSINESS.

We cannot be  certain  that our  products  do not,  or will not,  infringe  upon
patents,  trademarks,  copyrights or other intellectual  property rights held by
third  parties.  In  addition,  since we will rely on third  parties  to help us
develop,  market and support our product and service offerings, we cannot assure
you that litigation will not arise from disputes  involving those third parties.
From time to time, we expect to be parties to disputes with these third parties.
We may incur substantial expenses in defending against these claims,  regardless
of their merit.  Successful claims against us may result in substantial monetary
liability,  significantly  impact  our  results  of  operations  in one or  more
quarters or materially disrupt the conduct of our business.

                      RISKS ASSOCIATED WITH OUR SECURITIES

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES,  YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS  OFFERING.

We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public  market exists for the shares being
offered  in this  prospectus.  We plan to  contact  a market  maker  immediately
following the  completion of the offering and apply to have the shares quoted on
the  Over-the-Counter  Bulletin  Board  ("OTCBB").  The  OTCBB  is  a  regulated
quotation service that displays  real-time  quotes,  last sale prices and volume
information in over-the-counter  securities.  The OTCBB is not an issuer listing
service,  market  or  exchange.  Although  the OTCBB  does not have any  listing
requirements  per se, to be eligible for  quotation  on the OTCBB,  issuers must
remain current in their filings with the SEC or applicable regulatory authority.
Market  makers are not permitted to begin  quotation of a security  whose issuer
does not meet this filing  requirement.  Securities  already quoted on the OTCBB
that become  delinquent in their required filings will be removed following a 30
to 60 day grace  period if they do not make their  required  filing  during that
time. We cannot  guarantee that our application will be accepted or approved and
our stock listed and quoted for sale. As of the date of this filing,  there have
been no  discussions  or  understandings  between First  American Group Inc. and
anyone acting on our behalf, with any market maker regarding  participation in a
future trading market for our securities. If no market is ever developed for our
common  stock,  it will be difficult  for you to sell any shares you purchase in
this  offering.  In such a case, you may find that you are unable to achieve any
benefit from your  investment  or  liquidate  your shares  without  considerable
delay,  if at all. In addition,  if we fail to have our common stock quoted on a
public trading market,  your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.

THE TRADING IN OUR SHARES  WILL BE  REGULATED  BY THE  SECURITIES  AND  EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the  Securities  and
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and  rules of the
Commission.  The  Exchange  Act and such  penny  stock  rules  generally  impose
additional sales practice and disclosure requirements on broker-dealers who sell
our  securities  to persons  other than certain  accredited  investors  who are,
generally,  institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $628,000 or annual income  exceeding  $200,000  ($300,000
jointly with spouse),  or in transactions not recommended by the  broker-dealer.
For  transactions  covered by the penny stock rules,  a broker  dealer must make
certain mandated  disclosures in penny stock transactions,  including the actual

                                       11
<PAGE>
sale or purchase price and actual bid and offer quotations,  the compensation to
be received by the broker-dealer  and certain  associated  persons,  and deliver
certain disclosures  required by the Commission.  Consequently,  the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.

OUR  INSIDERS   BENEFICIALLY  OWN  A  SIGNIFICANT  PORTION  OF  OUR  STOCK,  AND
ACCORDINGLY,  MAY HAVE  CONTROL  OVER  STOCKHOLDER  MATTERS,  OUR  BUSINESS  AND
MANAGEMENT.


As of March 8, 2011,  our officers and directors  beneficially  owned  2,000,000
shares  of our  common  stock  in the  aggregate,  or  100%  of our  issued  and
outstanding  shares of common stock. As a result, our officer and directors will
have significant influence to:


     *    Elect or defeat the election of our directors;
     *    amend or prevent amendment of our articles of incorporation or bylaws;
     *    effect  or  prevent  a  merger,  sale of  assets  or  other  corporate
          transaction; and
     *    affect the outcome of any other matter  submitted to the  stockholders
          for vote.

Moreover,  because of the significant  ownership  position held by our insiders,
new investors may not be able to effect a change in our business or  management,
and therefore, shareholders would have no recourse as a result of decisions made
by management.

In  addition,  sales of  significant  amounts of shares held by our officers and
directors,  or the prospect of these sales,  could  adversely  affect the market
price of our  common  stock.  Management's  stock  ownership  may  discourage  a
potential acquirer from making a tender offer or otherwise  attempting to obtain
control  of us,  which in turn  could  reduce  our stock  price or  prevent  our
stockholders from realizing a premium over our stock price.

WE ARE SELLING THIS OFFERING  WITHOUT AN  UNDERWRITER  AND MAY BE UNABLE TO SELL
ANY SHARES.

This  offering  is  self-underwritten,  that is, we are not going to engage  the
services  of an  underwriter  to sell the  shares;  we intend to sell our shares
through our  President,  Treasurer and Director  (Mazen Kouta) and our Secretary
and Directory  (Zeeshan Sajid) who will receive no commissions.  They will offer
the shares to friends,  family members, and business associates,  however, there
is no  guarantee  that they will be able to sell any of the shares.  Unless they
are  successful  in selling all of the shares and we receive the  proceeds  from
this  offering,  we may have to seek  alternative  financing  to  implement  our
business plan.

                                       12
<PAGE>
BECAUSE WE ARE A SHELL  COMPANY,  YOU WILL NOT BE ABLE TO RESELL  YOUR SHARES IN
CERTAIN CIRCUMSTANCES, WHICH COULD HINDER THE RESALE OF YOUR SHARES.

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities  Act,  because  we  have  nominal  assets  and  nominal   operations.
Accordingly,  the  securities  sold in this offering can only be resold  through
registration  under  Section 5 the  Securities  Act of 1933,  Section  4(1),  if
available,  for  non-affiliates  or by meeting the  conditions  of Rule  144(i).
Another  implication  of us  being  a shell  company  is  that  we  cannot  file
registration  statements under Section 5 of the Securities Act using a Form S-8,
a short form of  registration  to register  securities  issued to employees  and
consultants  under an employee benefit plan.  Additionally,  though  exemptions,
such as Section 4(1) of the  Securities  Act may be available for  non-affiliate
holders our shares to resell their  shares,  because we are a shell  company,  a
holder of our  securities  may not rely on the safe  harbor  from  being  deemed
statutory  underwriter under Section 2(11) of the Securities Act, as provided by
Rule 144,  to resell  his or her  securities.  Only after we (i) are not a shell
company,  and (ii) have filed all  reports  and other  materials  required to be
filed by section 13 or 15(d) of the  Exchange  Act,  as  applicable,  during the
preceding 12 months (or for such shorter  period that we may be required to file
such reports and materials, other than Form 8-K reports); and have filed current
"Form 10 information" with the SEC reflecting our status as an entity that is no
longer  a shell  company  for a  period  of not  less  than 12  months,  can our
securities be resold pursuant to Rule 144. "Form 10 information"  is,  generally
speaking,  the same type of  information  as we are required to disclose in this
prospectus, but without an offering of securities. These circumstances regarding
how Rule 144 applies to shell companies may hinder your resale of your shares of
the Company.

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.

If you purchase  shares of our common stock sold pursuant to this offering,  you
may not be able to resell  the  shares in a certain  state  unless and until the
shares of our  common  stock  are  qualified  for  secondary  trading  under the
applicable  securities  laws of such  state  or there  is  confirmation  that an
exemption,  such  as  listing  in  certain  recognized  securities  manuals,  is
available for secondary trading in such state. There can be no assurance that we
will be successful in  registering  or qualifying our common stock for secondary
trading,  or  identifying  an available  exemption for secondary  trading in our
common stock in every state. If we fail to register or qualify,  or to obtain or
verify  an  exemption  for the  secondary  trading  of our  common  stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state.  In the event that a significant  number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited  which could drive down the market price of our
common  stock and reduce the  liquidity  of the shares of our common stock and a
stockholder's  ability to resell shares of our common stock at all or at current
market prices,  which could increase a stockholder's  risk of losing some or all
of his investment.

Current  management's  lack of experience  in and/or with  operating a reporting
issuer  under the  Securities  Exchange  Act of 1934,  as  amended,  or a public
company,  means that it is difficult to assess,  or make  judgments  about,  our
potential success.

Our officers  and  directors  do not have any prior  experience  with running or
operating a public company.  With no direct training or experience in this area,
our  officers  and  directors  may not be fully  aware  of many of the  specific
requirements related to running a public company. For example, our officers' and

                                       13
<PAGE>
directors'  decisions  and  choices  may  fail to  take  into  account  standard
accounting  and other  managerial  approaches  public  companies  commonly  use.
Consequently,  our operations,  earnings,  and ultimate  financial success could
suffer  irreparable harm due to our sole officer and director's  future possible
mistakes,  lack  of  sophistication,  judgment  or  experience  in  running  and
operating a public company.

WE WILL INCUR  ONGOING  COSTS AND EXPENSES  FOR SEC  REPORTING  AND  COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE,  MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business  plan allows for the payment of the remaining  estimated  $1,000 of
the approximately  $15,004 cost of this  registration  statement to be paid from
existing  cash on hand. If necessary,  Mazen Kouta,  our Chairman,  has verbally
agreed to loan the company funds to complete the registration  process.  We plan
to contact a market maker  immediately  following  the close of the offering and
apply to have the shares  quoted on the OTC  Electronic  Bulletin  Board.  To be
eligible for  quotation,  issuers must remain  current in their filings with the
SEC. In order for us to remain in compliance we will require future  revenues to
cover the cost of these filings,  which could comprise a substantial  portion of
our available cash resources.  If we are unable to generate  sufficient revenues
to remain in compliance it may be difficult for you to resell any shares you may
purchase, if at all.

We will experience  substantial  increases in our administrative costs after the
effective  date  of  this  Prospectus.  We  anticipate  spending  an  additional
approximately  $10,000 on professional and administrative  fees,  including fees
payable in connection with the filing of this registration statement,  complying
with  reporting  obligations  and  commencing  our  development  program.  Total
expenditures over the next 12 months are therefore  expected to be approximately
$62,800,  which is the amount being raised in this offering.  If we do not raise
sufficient  funds  to  finance  our  operations  for  the  commencement  of  our
development  program,  we  expect  the  minimum  amount of such  expenses  to be
approximately   $9,000,  which  amount  is  limited  to  meeting  our  reporting
obligations with the SEC.

ANTI-TAKEOVER  EFFECTS  OF  CERTAIN  PROVISIONS  OF NEVADA  STATE  LAW  HINDER A
POTENTIAL TAKEOVER OF THE COMPANY.

Though not now,  we may be or in the future we may  become  subject to  Nevada's
control share law. A corporation is subject to Nevada's  control share law if it
has more than 200 stockholders,  at least 100 of whom are stockholders of record
and residents of Nevada, and it does business in Nevada or through an affiliated
corporation.  The law focuses on the  acquisition  of a  "controlling  interest"
which means the ownership of outstanding voting shares  sufficient,  but for the
control  share law, to enable the  acquiring  person to exercise  the  following
proportions of the voting power of the corporation in the election of directors:

(i) one-fifth or more but less than  one-third,  (ii) one-third or more but less
than a  majority,  or (iii) a majority or more.  The  ability to  exercise  such
voting power may be direct or indirect,  as well as individual or in association
with others.

The effect of the  control  share law is that the  acquiring  person,  and those
acting in  association  with it,  obtains only such voting rights in the control
shares as are conferred by a resolution of the  stockholders of the corporation,
approved at a special or annual meeting of  stockholders.  The control share law
contemplates  that  voting  rights  will be  considered  only  once by the other

                                       14
<PAGE>
stockholders.  Thus,  there is no  authority  to strip  voting  rights  from the
control shares of an acquiring  person once those rights have been approved.  If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person,  those shares do not become permanent  non-voting  shares. The
acquiring  person is free to sell its shares to  others.  If the buyers of those
shares  themselves  do not acquire a controlling  interest,  their shares do not
become governed by the control share law.

If control  shares are accorded full voting rights and the acquiring  person has
acquired  control  shares  with a  majority  or more of the  voting  power,  any
stockholder  of record,  other than an  acquiring  person,  who has not voted in
favor of  approval  of voting  rights is  entitled to demand fair value for such
stockholder's shares.

Nevada's control share law may have the effect of discouraging  takeovers of the
corporation.

In addition  to the control  share law,  Nevada has a business  combination  law
which prohibits certain business  combinations  between Nevada  corporations and
"interested  stockholders"  for three years after the  "interested  stockholder"
first becomes an "interested  stockholder,"  unless the  corporation's  board of
directors  approves the  combination in advance.  For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or  indirectly,  of ten percent or more of the voting  power of the  outstanding
voting  shares of the  corporation,  or (ii) an  affiliate  or  associate of the
corporation  and at any time within the three  previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination"  is  sufficiently  broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation's assets to finance
the  acquisition  or  otherwise  to benefit  its own  interests  rather than the
interests of the corporation and its other stockholders.

The effect of Nevada's  business  combination  law is to potentially  discourage
parties interested in taking control of us from doing so if it cannot obtain the
approval of our board of directors.

BECAUSE WE DO NOT INTEND TO PAY ANY CASH  DIVIDENDS  ON OUR  COMMON  STOCK,  OUR
STOCKHOLDERS  WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR  SHARES  UNLESS THEY
SELL THEM.

We intend to retain any future earnings to finance the development and expansion
of our business.  We do not  anticipate  paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends,  our stockholders will
not be able to receive a return on their shares unless they sell them.  There is
no assurance that stockholders will be able to sell shares when desired.

                           MARKET FOR OUR COMMON STOCK

MARKET INFORMATION

There is no  established  public  market for our common  stock.  We are a "shell
company" within the meaning of Rule 405, promulgated pursuant to Securities Act,
because  we  have  nominal  assets  and  nominal  operations.  Accordingly,  the
securities sold in this offering can only be resold through  registration  under
Section  5  the  Securities  Act  of  1933,  Section  4(1),  if  available,  for
non-affiliates or by meeting the conditions of Rule 144(i).

                                       15
<PAGE>
After the effective date of the registration  statement of which this prospectus
forms a part, we intend to try to identify a market maker to file an application
with the Financial Industry  Regulatory  Authority,  Inc., or FINRA, to have our
common  stock quoted on the  Over-the-Counter  Bulletin  Board.  We will have to
satisfy certain criteria in order for our application to be accepted.  We do not
currently have a market maker that is willing to participate in this application
process, and even if we identify a market maker, there can be no assurance as to
whether we will meet the  requisite  criteria  or that our  application  will be
accepted. Our common stock may never be quoted on the Over-the-Counter  Bulletin
Board, or, even if quoted, a liquid or viable market may not materialize.  There
can be no assurance  that an active  trading market for our shares will develop,
or, if developed, that it will be sustained.

We have issued 2,000,000 shares of our common stock since our inception on March
11, 2010.  There are no outstanding  options or warrants or securities  that are
convertible into shares of common stock.

HOLDERS


We had 2 holders of record of our common stock as of March 8, 2011.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have not established any compensation plans under which equity securities are
authorized for issuance.

                                 USE OF PROCEEDS

Our offering is being made on a  self-underwritten  basis:  no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.10. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company.

<TABLE>
<CAPTION>
                                     If 25% of        If 50% of        If 75% of        If 100% of
                                      Shares           Shares           Shares           Shares
                                       Sold             Sold             Sold             Sold
                                      -------          -------          -------          -------
<S>                                   <C>              <C>              <C>              <C>
GROSS PROCEEDS FROM THIS OFFERING     $15,700          $31,400          $47,100          $62,800
                                      =======          =======          =======          =======

Product Development                   $     0          $10,000          $16,000          $16,000
Web/graphic design                    $ 1,500          $ 2,000          $ 4,000          $ 4,000
Equipment/servers                     $     0          $ 4,000          $ 6,000          $ 6,000
Server/co-location                    $     0          $ 1,200          $ 1,800          $ 1,800
VoIP connectivity fees                $     0          $   500          $   500          $ 2,000
Sales/marking Assistant               $     0          $     0          $     0          $ 2,000
Marketing & Company collateral        $     0          $     0          $     0          $ 2,000
Advertising                           $     0          $     0          $     0          $ 7,000
Web-hosting                           $   240          $   240          $   600          $   600
Office Lease                          $     0          $     0          $ 1,800          $ 1,800
Office Equipment                      $     0          $     0          $ 2,000          $ 3,000
Offices expenses                      $   500          $     0          $   800          $ 2,400
Telephone                             $   600          $   600          $   600          $ 1,200
Miscellaneous/contingency             $ 1,360          $ 1,360          $ 1,500          $ 1,500
Legal and Accounting                  $ 9,000          $ 9,000          $ 9,000          $ 9,000
Transfer Agent                        $ 2,500          $ 2,500          $ 2,500          $ 2,500
TOTALS                                $15,700          $31,400          $47,100          $62,800
</TABLE>

                                       16
<PAGE>
The above figures represent only estimated costs.

We will  establish a separate  bank account and all  proceeds  will be deposited
into that  account.  If necessary,  Mazen Kouta,  our  President,  Treasurer and
Director,  and Zeeshan Sajid,  Secretary and Director,  have verbally  agreed to
loan the company funds to complete the registration  process but we will require
full funding to implement our complete business plan.

                        DETERMINATION OF OFFERING PRICE

The  offering  price of the shares has been  determined  arbitrarily  by us. The
price does not bear any  relationship to our assets,  book value,  earnings,  or
other established  criteria for valuing a privately held company. In determining
the  number  of  shares  to be  offered  and the  offering  price,  we took into
consideration  our  cash on hand  and the  amount  of  money  we  would  need to
implement  our business  plans.  Accordingly,  the offering  price should not be
considered an indication of the actual value of the securities.

                                    DILUTION

The price of the  current  offering  is fixed at $0.10 per share.  This price is
significantly  different  than the  price  paid by the  Company's  officers  and
directors for common equity since the Company's  inception on March 11, 2010. On
May 1, 2010, we offered and sold to Mazen Kouta,  our  President,  Treasurer and
Director,  a total of 1,125,000  shares of common stock for a purchase  price of
$0.008 per share, for aggregate proceeds of $9,000. On June 25, 2010, we offered
and sold to Zeeshan Sajid, our Secretary and Director, a total of 875,000 shares
of common stock for a purchase price of $0.008 per share, for aggregate proceeds
of $7,000.

Dilution  represents  the  difference  between  the  offering  price and the net
tangible book value per share immediately after completion of this offering. Net
tangible  book  value  is  the  amount  that  results  from  subtracting   total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary  determination of the offering price of the shares being
offered.  Dilution  of the value of the shares you  purchase is also a result of
the lower  book  value of the  shares  held by our  existing  stockholders.  The
following  tables compare the  differences of your investment in our shares with
the investment of our existing stockholders.

EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD

Price per share                                                      $     0.10
Net tangible book value per share before offering                    $   0.0005
Potential gain to existing shareholders                              $   62,800
Net tangible book value per share after offering                     $    0.028
Increase to present stockholders in net tangible book value
 per share after offering                                            $    0.027
Capital contributions                                                $   16,000
Number of shares outstanding before the offering                      2,000,000
Number of shares after offering held by existing stockholders         2,628,000
Percentage of ownership after offering                                    77.10%

PURCHASERS OF SHARES IN THIS OFFERING IF 100% OF SHARES SOLD

Price per share                                                      $     0.10
Dilution per share                                                   $    0.072
Capital contributions                                                $   62,800
Percentage of capital contributions                                       79.69%
Number of shares after offering held by public investors                628,000
Percentage of ownership after offering                                    23.89%

                                       17
<PAGE>
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD

Price per share                                                      $     0.10
Dilution per share                                                   $     .078
Capital contributions                                                $   47,100
Percentage of capital contributions                                       74.64%
Number of shares after offering held by public investors                471,000
Percentage of ownership after offering                                    19.06%

PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD

Price per share                                                      $     0.10
Dilution per share                                                   $     .084
Capital contributions                                                $   31,400
Percentage of capital contributions                                       66.24%
Number of shares after offering held by public investors                314,000
Percentage of ownership after offering                                    13.56%

PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD

Price per share                                                      $     0.10
Dilution per share                                                   $    0.090
Capital contributions                                                $   15,700
Percentage of capital contributions                                       49.52%
Number of shares after offering held by public investors                157,000
Percentage of ownership after offering                                     7.27%

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                               PLAN OF OPERATION

OVERVIEW

We were  incorporated  in the state of Nevada on March 11, 2010,  under the name
"Radikal  Phones  Inc." We changed  our name to First  American  Group  Inc.  on
October 7, 2010. Our offices are currently  located at 11037 Warner Ave.,  Suite
132, Fountain Valley,  California 92708. Our telephone number is (714) 500-8919.
Our website, which is currently being developed, is  www.radikalphones.com.  The
information  that is or will be contained on our website does not form a part of
the registration statement of which this prospectus is a part.

We are a  development  stage  company that has not generated any revenue and has
had limited operations to date. From March 11, 2010 (inception) to September 30,
2010, we have  incurred  accumulated  net losses of $4,601.  As of September 30,
2010,  we had  total  assets  of  $13,224,  and  total  liabilities  of  $1,825,
respectively.  Based on our financial  history since inception,  our independent
auditor has expressed substantial doubt as to our ability to continue as a going
concern.

We are a development  stage company which is engaged in the  development,  sales
and marketing of  voice-over-Internet-protocol  ("VoIP")  telephone  services to
enable  end-users  to place free phone  calls  over the  Internet  in return for
viewing and listening to advertising.  Our product is planned to consist of: (i)
one or more telephony  servers,  (ii) a software phone which allow  customers to
place  calls,  view and/or  listen to  advertising,  and (iii) a server to store
customer  information and to keep customer  records,  call,  credits and payment
history,  and which server will also contains our web site,  support  center and
customer  account  portal.  We  anticipate  that our revenue  will come from two
primary  sources:  first,  from the placement of  advertising on our website and
phone software, and second, from paid calls by our customers. We anticipate that
our  operations  will begin to generate  revenue  approximately  18 to 24 months
following the date of this prospectus. Since we are presently in the development
stage of our  business,  we can provide no assurance  that we will  successfully
sell any products or services related to our planned activities.

To date,  we have been in contact with  professional  advisors  regarding  legal
compliance,  accounting disclosure  statements and financial reporting.  We have
also begun our planning for  developing a website and searching for a contractor
to develop that website.  We will retain such a contractor  only after we secure

                                       18
<PAGE>
further funding.  We intend to launch our "information only" web site during the
second quarter of 2011 calendar year.

Our business  activities  during the 12 to 18 months  following the date of this
prospectus will be focused on raising funds, the development of our website, the
development  of our product,  the  development of a network of resellers and the
establishment  of our brand  name.  We do not  expect to earn any sales  revenue
during this time.  We  anticipate  that our  revenue  will come from two primary
sources:  first,  from the  placement  of  advertising  on our website and phone
software,  second, from paid calls by our customers, and third from licensing or
selling our software.  We anticipate  that our operations will begin to generate
revenue approximately 18 to 24 months following the date of this prospectus.

If we sell 100% of shares being  offered,  we believe we will be able to be able
to execute our  business  plan to the fullest  potential  and have a  sufficient
amount of funds budgeted  toward sales and  marketing.  We will also initiate an
online advertising  campaign using Google Adwords.  The first year after raising
the funds will be spent on the  development  of our products and services and we
expect  revenue to  materialize  at the first  quarter of the  second  year,  as
illustrated in the following chart:


Our  revenue  estimates  are  based  on  current  expectations,   estimates  and
projections   about  our  business  based  primarily  on  assumptions   made  by
management.  In making our revenue projections,  we have assumed that we will be
able to generate revenues from advertising based on our subjective view that our
telephony services and products will be fully developed and that there will be a
certain level of customer  acceptance and demand for our telephony  services and
products.  Therefore,  actual revenue outcomes and results may differ materially
from what is expressed or forecasted  in our revenue  estimates due primarily to
factors that advertisers generally look to in deciding whether to advertise on a
website.  Some of these  factors are:  (i) monthly  traffic and its repeat rate,
(ii) the number of unique visitors,  (iii) targeted marketing  opportunities and
demographics, (iv) how  professionally  designed  the  website  is,  and (v) how
established   the  website  is.  We   currently   do  not  satisfy  any  of  the
aforementioned  factors as they  relate to our  business,  and the  revenues  we
actually  generate  will  depend  primarily  on our  success in  developing  our
business  plan,  and  more  specifically,   our  ability  to  attract  potential
advertisers  based on  potential  advertisers'  views  about the  quality of our
business based on these factors.


                                    YEAR 1           YEAR 2            YEAR 3
                                    ------           ------            ------
# of Impressions                          0         2,000,000         6,000,000
Average Revenue per impression    $      --       $      0.02       $      0.02
# of Click                                0           200,000           600,000
Average Revenue per Click         $      --       $      0.30       $      0.30
# of Actions                              0            50,000           150,000
Average Revenue per action        $      --       $      1.00       $      1.00
# of chargeable minutes           $      --           750,000         2,000,000
Average per minute profit         $      --       $     0.005       $     0.005
Impression Revenue                $      --       $ 40,000.00       $120,000.00
Per click Revenue                 $      --       $ 60,000.00       $180,000.00
Per Action Revenue                $      --       $ 50,000.00       $150,000.00
Long Distance net Revenue         $      --       $  3,750.00       $ 10,000.00
                                  ---------       -----------       -----------
REVENUE SUBTOTAL                  $      --       $153,750.00       $460,000.00
                                  =========       ===========       ===========

The revenue  projections  above contain a number of assumptions.  Year 1 will be
spent on  developing  our  products  and  services,  and we project zero revenue
during that period. In year 2, we project that we will start generating  revenue
in the first month of year 2, assuming we have  completed the offering of shares
in this prospectus.  We expect that revenue will continue to increase and exceed
expenses by month 7 of year 2. We project that we will sustain $15,105 in losses
between the first month of year 2 and the last month of year 2.

In year 3, we project  revenues  of $460,000  and a profit of  $105,884  between
months 25-36.

                                       19
<PAGE>
We make the following assumptions in our projections above for year 2:

     -    We will earn $20 CPM ($0.02  every  time a  customer  views an item of
          advertising).  We are estimating  approximately 2,000,000 impressions,
          or approximately 167,000 impression per month.
     -    We will earn $0.3 every time a customer clicks on advertising.  We are
          projecting 200,000 clicks, or less than 16,700 click per month.
     -    When a customer fills in a form or take a survey or clicks through and
          purchases a product,  we will earn revenue.  We are  estimating $1 per
          action. We expect that we will have  approximately  50,000 completions
          per year, or approximately 4,200 completions per month.
     -    We estimate  that many calls  outside North America will incur cost to
          the customer.  We are estimating  approximately  750,000 minutes which
          translates  to  approximately  2000  customers  making 300  chargeable
          minutes  per  month.  Since we  endeavor  to provide  this  service as
          cheaply as possible to customers,  we are only assuming $0.005 (half a
          cent) per minute profit.

While going to make a phone call via our website,  multiple  advertisements will
be posted to the same  webpage  the  customer  is using,  which  will  include a
combination of banners and videos on our website,  their portal and the software
phone.

We have made our estimated projections ourselves. We believe that our estimates
are reasonable. By way of comparison, according to http://www.reelseo.com/video-
advertising-vs-banners-cpms/:

     *    The average ad network inventory is: $0.60 to $1.10 CPM
     *    The publisher sold display advertising is: $10 to $20 CPM
     *    Video advertising is: $40 to $50 CPM

We may never achieve the revenues we are projecting because the basis upon which
we are making  our  revenue  projections  is  subjective,  and our  reliance  on
third-party data which is more than two years old may be unreliable  because the
veracity of the third-party data cannot be verified.

While we will be focusing on video advertising, we may have display advertising
and network inventory.

If we sell 75% of the shares being offered,  we believe we will have  sufficient
funding to complete the  development  of our products and services.  Mazen Kouta
and Zeeshan  Sajid,  officers and directors of our Company,  will either conduct
all the marketing,  sale and customer support activities or provide the company,
and will seek a loan of up to  $10,000 to hire a sales and  marketing  assistant
and conduct some  advertising.  We expect that our revenue will decrease between
25-30% from the above  projections  because of our inability to spend as much as
we would like on advertising and having less resources for marketing and sale.

If we sell 50% of the shares  being  offered,  we believe  will have  sufficient
funding to develop a Beta version of our software product.  We cannot be assured
however if the software  product will be in a sufficient state of development to
be able to be brought to commercialization.  At that point, we will evaluate the
state of product and services development.  If product is ready or very close to
commercialization, the directors will loan the company up to $10,000 to finalize
the product and market the product.  We expect Mazen Kouta and Zeeshan  Sajid to
conduct all the marketing,  sale and customer  support  activities.  Even with a
loan from our Directors,  we expect that our revenue figures will suffer because
of our inability to advertise for the company's services and our reliance solely
on social  marketing,  such as  Facebook,Twitter  and YouTube and word of mouth.
Additionally,  if we encounter additional  development costs, we may not be able
to deploy,  market and sell our products.  This may result of no revenue and the
failure of our business.  In the most optimistic scenario,  we expect revenue to
be less than 40% of the revenue projected above.

If we sell 25% of the shares being offered, we will not have sufficient funds to
develop our products and  services and don not expect to have any  revenues.  We
will have sufficient funds only to maintain the Company  operations on a minimal
basis  while we seek  further  funding.  If we sell less than 25% of the  shares
offered,  the  directors  will loan the  company up to $10,000 to  maintain  the
Company operations.

                                       20
<PAGE>
Year 1 will be spent on developing  our products and services and we expect zero
revenue during that period.

In Year 2, we anticipate revenues of $153,750.  We anticipate that we will start
generating  revenue in month 13 after we have  completed the share sale outline.
We expect that  revenue will  continue to increase and exceed  expenses by month
19. We anticipate that we will sustain $15,105 in losses between months 13-24.

In Year 3, we anticipate  revenues of $460,000 and a profit of $105,884  between
months 25-36, and only at this point will our revenues exceed our costs.

We make the following assumptions in our projections above for Year 2:

     -    We anticipate we will earn $20 CPM ($0.02 every time a customer  views
          an  advertising)  on the basis of  estimating  2 million  impressions,
          which represents approximately 167,000 impression per month.
     -    We  anticipate  we will  earn $0.3  every  time a  customer  clicks on
          advertising,   on  the   basis  of   estimating   200,000   clicks  or
          approximately 16,700 clicks per month.
     -    When a  customer  fills in a form or takes a survey or clicks  through
          and purchases a product,  we will earn revenue. We are estimating a $1
          per action and assuming that we will have 50,000  completions per year
          or approximately 4,200 completions per month.
     -    We anticipate that many calls outside North America will incur cost to
          the  customer.   We  are   estimating   750,000   minutes,   which  is
          approximately  2000 customers making 300 chargeable minutes per month.
          Since we are  planning to provide  this service as cheaply as possible
          to  customers,  we are only  assuming  $0.005 (half a cent) per minute
          profit.

While  going  to make a  phone  call,  a  customer  is  likely  to see  multiple
advertisements which will include a combination of banners and videos on the web
site,  the  advertiser's   portal  and  our  software  phone.  As  well,  people
investigating our service,  but not necessarily  register,  will earn us revenue
because they will be viewing advertising.

We can offer no assurance  that we will be successful in developing and offering
our  products  and  services.  Any number of factors  may impact our  ability to
develop our products and services,  including our ability to obtain financing if
and when necessary; the availability of skilled personnel;  market acceptance of
our products,  if they are developed;  and our ability to gain market share. Our
business will fail if we cannot  successfully  implement our business plan or if
we cannot develop or successfully market our products and services.  Since there
is no minimum amount of shares that must be sold by the Company,  we may receive
no proceeds or very minimal  proceeds from the offering and potential  investors
may end up holding shares in a company that:

     *    Has  not  received   enough   proceeds  from  the  offering  to  begin
          operations; and
     *    Has no market for its shares.

Our independent registered public accountant has issued a going concern opinion.
This means that there is  substantial  doubt that we can continue as an on-going
business for the next twelve months unless we obtain  additional  capital to pay
our bills.  This is because we have not  generated  revenues and no revenues are
anticipated  until we complete  our initial  business  development.  There is no
assurance we will ever reach that stage.

Our  plan  of  operation  for  the  twelve  months  following  the  date of this
prospectus will be focused on the development of our website, the development of
a software  phone and the  establishment  of our brand name. We do not expect to
earn any sales revenue during this time.

                                       21
<PAGE>
Since we are a  development  stage  company,  any  estimates by  management  are
negligible  at this time as actual  project  costs would likely  exceed any such
estimates.  To date, we have not commenced  with any activities or operations of
any phase of our development program.

ACTIVITIES TO DATE

Our directors have done extensive research into this business opportunity, which
includes  internet  searches  using Google and Yahoo search engines and speaking
with their personal  contacts,  over the past six months.  Based on the feedback
from our own personal network and industry contacts, we are confident,  although
no assurance can be given,  that we can develop a competitive  product  offering
that  meets  the  needs of the  individual  consumer  who  desires  to make free
telephone calls over the Internet.

We are in the process of  retaining a transfer  agent,  and have been in contact
with professional  advisors  regarding legal compliance,  accounting  disclosure
statements  and  financial  reporting.  We have  also  begun  our  planning  for
developing an information website and searching for a contractor to develop that
website.  We will retain such a contractor only after we secure further funding.
We intend to launch our "information only" web site during the second quarter of
2011 calendar year.  Finally,  we have begun market  research of our product and
are exploring additional marketing strategies.

We   have    registered    a    corporate    domain   name   for   our   company
http://www.firstamericangroupinc.com/. We also registered another domain name to
launch our service under http://www.radikalphones.com/.

During fiscal 2010,  the bulk of our funds were spent on legal,  accounting  and
product development.  We have not yet spent any funds on marketing. We intend to
begin incurring marketing expenses during the first quarter of fiscal 2010.

REVENUES AND RESULTS OF OPERATIONS

We have not generated any revenues since our inception on March 11, 2010. During
the period from  inception to December 31, 2010,  our  operating  expenses  were
primarily   comprised   of   professional   fees  of  $5,675  and   general  and
administrative expenses of $1,305.

Our total assets at December 31, 2010 were  $12,845,  consisting of cash on hand
of $7,845 and prepaid expenses of $5,000. We currently anticipate that our legal
and  accounting  fees  will  increase  over the next 12  months  as a result  of
becoming a reporting company with the SEC, and will be approximately $9,000.

EXPENDITURES AND PLAN OF OPERATION FOR THE REMAINDER OF FISCAL 2011

The table below represents a breakdown of our anticipated budget for development
of our business,  which we estimated to be  approximately  $62,800 spread over a
twelve month period.

                      Activity                           Amount
                      --------                           ------
                Product Development                     $16,000
                Web/graphic design                      $ 4,000
                Equipment/Servers                       $ 6,000
                Server Co-location                      $ 1,800
                VoIP Connectivity Fees                  $ 2,000
                Sales/marking Assistant                 $ 2,000
                Marketing & Company collateral          $ 2,000
                Advertising                             $ 7,000
                Web-hosting                             $   600
                Office Lease                            $ 1,800
                Office Equipment                        $ 3,000
                Offices expenses                        $ 2,400
                Telephone                               $ 1,200
                Miscellaneous                           $ 1,500
                Legal and Accounting                    $ 9,000
                Transfer Agent                          $ 2,500
                                                        -------
                TOTAL                                   $62,800
                                                        =======

                                       22
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition,  revenues or  expenses,  results of  operations,  liquidity,  capital
expenditures or capital resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There  is no  historical  financial  information  about  us on  which to base an
evaluation of our performance.  We are a development  stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our  business  operations.  Our  business  is subject to risks  inherent  in the
establishment of a new business enterprise, including limited capital resources,
possible  delays in our development  program,  and possible cost overruns due to
increases in the cost of services.

To become profitable and competitive, we must raise substantial funds to retain,
on a consulting basis,  engineers to conduct technical and economic  feasibility
studies. We are seeking funding from this offering to provide for administrative
expenses  related to operations  while  arranging for financing for our business
plan.

We have no assurance that future financing will  materialize.  If that financing
is not  available  to use for  our  development  program,  we may be  unable  to
continue.

LIQUIDITY AND CAPITAL RESOURCES

We are a  development  stage  company  with no  operating  history.  We have not
generated any revenues.  Accordingly,  there is no operating history by which to
evaluate  the  likelihood  of our  success  or our  ability  to exist as a going
concern. We anticipate our company will experience substantial growth during the
next two years.  This  period of growth and the  start-up  of the  business  are
likely to be a significant challenge to us.

Based on our budget shown above, we anticipate needing  approximately $62,800 to
meet our  requirements  for  operating  needs for the 12 months of the estimated
budget.  Our  current  cash on hand  will not allow us to  commence  operations.
However, no assurance can be given that we will be able to do so.  Additionally,
we will need to obtain  financing in order to sustain our operations  beyond the
end of month 12. We anticipate that our future cash needs will be  approximately
$40,000 to $50,000 for the twelve  month period  following  the end of month 12,
and we do not currently  have any  arrangements  for financing  such amount.  We
anticipate obtaining such financing by way of public or private offerings of our
debt and/or equity  securities.  No assurance  can be given that any  financing,
borrowing or sale of equity or debt will be possible when needed or that we will
be able to negotiate  acceptable  terms in a timely fashion or even available at
all. In addition,  our access to capital is affected by prevailing conditions in
the  financial  and  equity  capital  markets,  as  well  as our  own  financial
condition.

Even if we do complete the  implementation  of our business  plan, we may not be
able to generate sufficient revenues to become profitable.

GOING CONCERN CONSIDERATION

The report of our independent registered accounting firm expresses concern about
our ability to continue as a going concern  based on the absence of  significant
revenues,  recurring  losses  from  operations,  and  our  need  for  additional
financing in order to fund our projected loss in 2011.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.

                                       23
<PAGE>
USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions  affect  the  reported  amounts  of  assets  and  liabilities,   the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records  depreciation and amortization  when appropriate  using both
straight-line  and declining  balance methods over the estimated  useful life of
the assets (five to seven years).  Expenditures  for maintenance and repairs are
charged to expense as incurred.  Additions, major renewals and replacements that
increase the property's  useful life are capitalized.  Property sold or retired,
together  with  the  related  accumulated   depreciation  is  removed  from  the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

First  American  Group Inc.  accounts  for its income taxes in  accordance  with
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes." Under  Statement  109, a liability  method is used whereby  deferred tax
assets and liabilities  are determined  based on temporary  differences  between
basis used of financial  reporting  and income tax  reporting  purposes.  Income
taxes are  provided  based on tax  rates in  effect  at the time such  temporary
differences  are  expected to reverse.  A valuation  allowance  is provided  for
certain deferred tax assets if it is more likely than not, that the Company will
not realize the tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial  Instruments",  requires the Company to disclose,  when  reasonably
attainable,  the fair  market  values of its  assets and  liabilities  which are
deemed to be financial instruments.  The Company's financial instruments consist
primarily of cash.

PER SHARE INFORMATION

The Company  computes  per share  information  by dividing  the net loss for the
period  presented by the weighted  average number of shares  outstanding  during
such period.

                             DESCRIPTION OF BUSINESS

ORGANIZATION WITHIN THE LAST FIVE YEARS

First American Group Inc. was  incorporated  on March 11, 2010 under the laws of
the State of Nevada, under the name "Radikal Phones Inc." We changed our name to
First American Group Inc. on October 7, 2010. We are engaged in the development,
sales and marketing of VoIP telephone services to enable end-users to place free
phone  calls  over  the  Internet  in  return  for  viewing  and   listening  to
advertising.  Mazen Kouta has served as President,  Treasurer and Director,  and
Zeeshan Sajid has served as Secretary and Director of our company from April 27,
2010 to the current date. No person other than Mr. Kouta has acted as a promoter
of First American Group Inc. since our inception.

                                       24
<PAGE>
IN GENERAL

We plan to develop software and infrastructure to enable customers to place free
or  subsidized  calls via the  Internet in exchange for watching or listening to
advertising,  from which we will earn  revenues.  We expect  that calls to phone
numbers  where our cost is low (such as, the  mainland  USA or  Canada)  will be
provided for free where the  customer  making the  telephone  call will watch or
listen to  advertising,  from which we will earn  revenues.  Calls to  countries
where the cost of a call cannot be fully covered by advertising revenue, will be
provided on a subsidized basis.

Our product will consist of: (i) one or more telephony servers,  (ii) a software
phone which allow  customers to place calls,  view and/or listen to advertising,
and (iii) a server to store customer  information and to keep customer  records,
call,  credits and payment history,  and which server will also contains our web
site, support center and customer account portal.

TELEPHONY SERVER

Our telephony  server will contain the three main  components  for a customer to
make a call over the Internet:

     *    software to process a call and send it to the correct destination;
     *    maintain   registration  of  clients'   software  phones  and  prevent
          unauthorized calling; and
     *    data management for customer credit to place calls.

It is likely that we will use an open source telephony server. There are several
of them  available  on the  market.  However  we are  leaning  toward the use of
Asterisk  (http://www.asterisk.org/)  because it is a free stable product and is
supported by a large community of developers and because of the  availability of
open source add-on software (billing and software phones for example) which will
simplify and accelerate the implementation of our product.

SOFTWARE PHONE APPLICATION

Our software phone will be designed to be launched from the customer  account or
can be  installed  on a  customer  computer.  The  software  phone  will allow a
customer to:

     *    make calls to other customers using our service;
     *    make calls to telephone numbers outside our network; and
     *    send instant text messages to other members of our network.

We plan to deliver  advertising to the customers in both audio and visual modes.
We plan to design our  software  phone to enable  customers  to add friends from
subscribers on our service and exchange  instant  messaging and determine who is
online or the  status of a friend.  When a  customer  highlights  a friend,  the
customer will be able to choose the method of communications:

     *    place an online call;
     *    simultaneously conference call with two other users;
     *    voicemail message;
     *    online instant message;
     *    text or SMS message; and
     *    Send e-mail

                                       25
<PAGE>
WEBSITE

A customer will find all necessary  information about our service on our website
www.radikalphones.com,  the  content  of which we plan to develop as part of our
plan of operation . In order to use our service,  customers will register for an
account which  collects  personal  information  about the customer such as name,
address,  email, age and income level, user name and password.  Once the account
is created, an e-mail will be sent to the customer for confirmation. To complete
the registration the customer must agree to a "Term of Services"  agreement that
allow us to insert visual and audio  advertising on the software phone they will
be using to place the call. Once confirmation is received,  the customer will be
able to login and view the details of his or her account.

Our web site will also  include an  information  section for online  advertising
networks and marketing  organization  that may want to partner with us and place
advertising  for  themselves  or their  clients.  The  customer  will be able to
download our  customized  soft phone or launch one from their  account.  The web
site will also have a support center that will include:

     *    a  knowledgebase  section,  which will include  information  about our
          service, cost, and general use;
     *    a troubleshooting  section,  which will include descriptions of common
          problems and steps to diagnose and resolve common problems
     *    a service  ticketing  system,  which  will  allow  customer  to open a
          service  request with us. A ticket  could  simply be a question  about
          service, a request for support or report a bug in our service.
     *    online, live customer support,  which will allow a customer or someone
          interested  in our  service to chat with a customer  support  agent in
          text via a portal on our website.

We do not plan to provide phone support at this point in time.

CUSTOMER ACCOUNT

Upon visiting our planned website, customers will find general information about
our Company and about the products and services we provide.  Interested  parties
will be able to register and create an online account with us at no cost.

Our plans  anticipate  that once the  registration  process  is  complete,  each
subscriber  will be directed to a dedicated web page created for each subscriber
that  registers  with us.  Each  subscriber  that  chooses to  register  for our
services  will be able to access  our  products  and  service  immediately.  The
customer account will be developed around a platform that provides each customer
with an  easy-to-use  web  interface.  Information  about  the  qualitative  and
quantitative  nature of customer  contacts  will be managed from a single user's
interface.

In a customer account, a customer will be able to view a record of all of his or
her calls, the cost a call with and without the advertising  subsidy. A customer
will also able to load up their  account  with  funds in order to make pay calls
(or calls without or reduced  visual or audio  advertising).  We will  initially
support only the online payment  processor  PayPal  because of its  reliability,
popularity as well and ease of  integration  to our product.  PayPal is a credit
card  merchant  and a financial  services  company  that  accepts and clears all
customer credit card payments on behalf of participating merchants,  such as our
company.

                                       26
<PAGE>
In a customer account on our website, a customer will be able to receive calling
credit that is applied  toward his or her account to make free calls by taking a
survey in lieu of a credit or watching a video  advertising  and  responding  to
surveys.

The  customer  will also able to launch a software  phone from their  account to
make calls or to download a software phone to install on his or her computer.

PRODUCT DEVELOPMENT TIMELINE

EARLY-STAGE PRODUCT DEVELOPMENT:  The company plans to begin work on its planned
website  as soon as we begin  receiving  funds  from this  offering.  Putting an
information-only  web site as soon as  possible  will help to create  brand name
recognition.  We will also register  youtube.com,  facebook.com  and twitter.com
accounts  and link them to our web  site.  By doing so our plan is to be able to
begin building  interest in our Company during the development  phase,  and that
this will encourage web site visitors to return at a later date.

SOFTWARE DEVELOPMENT:  The development of our product will be closely supervised
by our  Secretary  and  Director,  Zeeshan  Sajid.  We expect to hire a software
developer to develop the product we described above under the close  supervision
of Mr. Sajid.  We expect that the development of our product will start in month
1 after we receive our funding with Mr. Sajid  performing  high level and system
design.  The  interview  process will also start in month 1 and expect to hire a
developer  by  the  middle  of  our  second  month  of  operation.  All  product
development   and  limited  trials  will  be  completed  by  month  12  and  all
intellectual property rights by any independent  contractors will be assigned to
the Company.

SOFTWARE  EVALUATION:  We intend to purchase two  computers  with monitors to be
used by our software developers.  Another computer will be purchased to serve as
a local development  server. We expect to purchase these computers in the second
months of operation for $600 per computer system.

We will evaluate  several phone software  platforms and determine which solution
best serves our needs. We will develop a requirement list that will assist us in
the selection of software. The selection will be based on:

     *    availability of needed functionality in the software;
     *    the ability to customize and add functionality to software; and

     *    the ability to integrate the telephony software to the server software

We  anticipate  that the  process of  evaluating  telephony  software  will take
approximately two months.

TECHNOLOGY  SELECTION AND HIGH-LEVEL  DESIGN:  We intend to develop the detailed
specifications  for our  product.  This part of our design work will include the
specifications  for the  different  modules to be developed or  customized.  The
selection of the  technology to be used and  specifications  of the product will
drive the type of software developers we need to hire. This includes:

     *    The way the telephony and server software interact with each other;
     *    Adapting the server and VoIP software to work in a hosted environment;
          and
     *    Developing  the graphical  interfaces for the user as well as the back
          office administrative area

It is  anticipated  that this  process  will take  approximately  one and a half
months.

                                       27
<PAGE>
SOFTWARE DEVELOPMENT  ENGINEERS:  We plan retain the services of two experienced
software developers after three months of raising funding. One of the developers
will have  experience in the  development  of VoIP software  phone and the other
person  experienced in the development of server based  software.  We anticipate
the cost of hiring these two developers to be approximately $1,400 per month for
both. We plan to begin the interview process immediately after the completion of
the  Technology  and high level design task.  We expect that this task will last
for 1 month. We expect to sub-lease part of an office space for $200/month. This
will include electricity and maintenance of the office.

DEVELOPMENT  AND  DEPLOYMENT OF  INFRASTRUCTURE:  The selection of a data center
which  collocate  servers,  where we will host our servers,  is essential to our
success.  Service quality and reliability are critical to our selection process.
We intend to  purchase  two  computers  to be used by our  software  developers.
Another computer will be purchased to serve as a local  development  server.  We
expect to purchase  these  computers in the second  months of operation for $600
per computer system. As we move toward deployment, we will purchase a minimum of
three servers: Two of these servers will be running the software for our service
and the third one will be available in case one of these two servers  fails.  We
expect to  purchase  two  servers  by month 6 for $2000 per  server and a backup
server in month 12. We will co-locate our servers with a wholesale VoIP provider
or in the same data center as the provider.  Since we are a start-up company, we
expect that we will make deals with small VoIP  providers on a pay per use basis
and no minimum monthly  commitments.  We however expect to pay collocation  fees
for our server of $200 per month starting after six months of raising funding.

INSTALLATION AND INTEGRATION: During this phase, our contractor will install the
phone and server  software and commence the  integration  of the two in order to
make sure that each component works seamlessly with the other. It is anticipated
that the installation and integration phase will take approximately two months.

CUSTOMIZATION OF CUSTOMER  INTERFACE(S):  During this phase, we will modify each
interface to include phone specific functions such as answering a call, making a
call,  recording  a call,  measuring  the  length of the call and the  like,  as
required  by each  customer.  We expect this phase to take  approximately  three
months of development.

INTEGRATION  OF THE  SOLUTION TO OUR  WEBSITE:  Our outside  contractor  will be
responsible  for  the  integration  of  the  product  into  our  web  site.  The
integration  process is intended to enable our customers to register for service
from our web site, for the customer to login to their account page and to launch
the  software  phone.  Our site will also  include  a free  demonstration  which
potential  customers  can  subscribe  to. We expect that this  process will take
approximately one month.

DEVELOPMENT  OF SPECIAL  WEBSITE  MATERIAL  AND CONTENT:  Our officer,  with the
assistance of our  contractor,  will be responsible  for the  development of the
knowledgebase,  troubleshooting,  and service ticketing sections of our website,
for future customers' use.

BETA TRIAL: We intend to conduct a Beta trial with select customers prior to the
formal  launch of our product.  The feedback of the trial will be used to affect
future  modifications  and enhancement to our initial system. We expect that the
Beta  test  period  will  last  approximately  three  weeks  and  any  necessary
corrections  or  improvements  to our  system  based on the Beta trial will take
another  three  weeks.  Non-critical  feedback  will be  incorporated  into  the
development schedule for our second year of operations.

                                       28
<PAGE>
We plan to use  industry-standard,  128-bit  encryption for web pages containing
private information and to encrypt our customers' data on our system in order to
secure their information.

MARKETING AND SALES

We plan to use a number of  marketing  tactics  to  develop  brand  name,  using
promotions,  referral incentives,  social marketing, online communities,  search
engine optimization, free online classified advertising postings.

SOCIAL MARKETING: This includes the creation of Twitter,  Facebook,  MySpace and
YouTube  accounts.  These sites will be updated regularly to keep us in the mind
of  subscribers  to these pages and generate  interest and  excitement  with our
services.  Additionally,  our  directors  will use their own network of personal
contacts in the small and medium business  sector in order to generate  business
for us. This includes direct telephone contact,  email  correspondence and email
newsletters.

FORUMS AND FREE CLASSIFIED  POSTINGS:  We intend to target web sites, blogs, and
discussion forums.

WORD OF MOUTH: Word of mouth is very important to spread word about our service.
In order to be  recommended  by users to their  friends  and  families,  we must
deliver superior service and customer support.

REFERRALS AND REFERRAL  INCENTIVES:  We will provide  incentives  for web sites,
people and  organizations to refer customers to us. Customers will get credit in
their   accounts  that  will  go  toward  making  free  calls.   Web  sites  and
organizations will share revenue generated from customers they refer.

SEARCH ENGINE  OPTIMIZATION:  Another facet of our marketing  plan is to work on
search engine  optimization.  Search engines are designed to search out keywords
as online users look for the  information  they want.  Meta-tags act as keywords
that reside in the hidden  infrastructure  of a web page and help to highlight a
web page when  someone is using a search  engine to find  information.  Relevant
content is also essential to obtain higher  ranking.  For example,  by including
keywords  such as  "INTERNET  CALL" on our web page,  the  search  engines  will
identify  our web pages as a match for the  search  request.  The effect of this
marketing  tactic is to have our web page  appear  higher on the list of results
for the online user  looking for  information  about a free  Internet  telephone
calls.

UPDATING THE CONTENT ON THE HOME PAGE:  Continuous  updates to our web site will
encourage  web  visitors to return over and over again.  When web  visitors  can
quickly  find  interesting  content they will stay longer on each visit and tell
their friends too. Our marketing  campaign  will monitor  daily  statistics  and
track  favorite  topics  in order to  quickly  get in  synch  with our  internet
audience.  Being able to regularly  update the home page is an integral  part of
our branding strategy.

We believe that the above  strategies  are necessary to attract the users to our
phones services. We also need to attract advertisers and advertising agencies to
advertise on our software phone,  web site and the customer  account portal.  We
will be developing a dedicated section on our web site for advertisers including
how our program works and the benefits to them advertising with us. We will also
include a flash video to emphasize  the point.  We will also develop  electronic
brochures and payback models that are sent to advertising companies under NDA.

We also plan to retain  advertising  agencies in different parts of the world to
market our advertising services to companies directly and to other agencies.

                                       29
<PAGE>
SALES REVENUE

We anticipate that our revenue will come from three primary sources: first, from
the placement of advertising  on our website and phone  software,  second,  from
paid calls by our  customers,  and third from selling our software or service to
entities  that wants to offer a similar  under their brand name.  We  anticipate
that our operations will begin to generate revenue approximately 18 to 24 months
following the date of this prospectus.

Our  research  has led us to  conclude  that the three most common ways in which
online  advertising  is purchased are CPM,  CPC, and CPA. We anticipate  selling
online  advertising  through all three medium,  more  particularly  described as
follows:

     *    CPM (COST PER  MILLE),  also  known as "cost  per  thousand,"  is when
          advertisers pay for exposure of their message to a specific  audience.
          "Per  mille"   means  per  thousand   impressions,   or  loads  of  an
          advertisement. However, some impressions may not be counted, such as a
          reload or internal user action.
     *    CPC  (COST  PER  CLICK),  also  known  as  "pay  per  click,"  is when
          advertisers  pay  each  time a user  clicks  on their  listing  and is
          redirected to their website. They do not actually pay for the listing,
          but only when the listing is clicked on.
     *    CPA  (COST  PER  ACTION),   also  known  as  "cost  per   acquisition"
          advertising,  is  performance  based and is  common  in the  affiliate
          marketing  sector  of  the  business.  In  this  payment  scheme,  the
          publisher  takes all the risk of running  the ad,  and the  advertiser
          pays only for the amount of users who complete a transaction,  such as
          a purchase or sign-up.

There many types of advertising that can be incorporated  into our soft phone or
web site but we will focus on methods such as:

     *    BANNER ADVERTISING:  This form of online advertising entails embedding
          an advertisement into a web page. It is intended to attract traffic to
          a  website  by  linking  to  the  website  of  the   advertiser.   The
          advertisement   is  constructed   from  an  image  (GIF,  JPEG,  PNG),
          JavaScript program or multimedia object employing technologies such as
          Java, Shockwave or Flash, often employing  animation,  sound, or video
          to maximize presence.
     *    FLOATING  ADVERTISING:  An ad which moves across the user's  screen or
          floats above the content.
     *    EXPANDING  ADVERTISING:  An ad which  changes size and which may alter
          the contents of the webpage.
     *    POLITE ADVERTISING: A method by which a large ad will be downloaded in
          smaller pieces to minimize the disruption of the content being viewed
     *    WALLPAPER ADVERTISING:  An ad which changes the background of the page
          being viewed.
     *    POP-UP  ADVERTISING:  A new window which opens in front of the current
          one, displaying an advertisement, or entire webpage.
     *    POP-UNDER  ADVERTISING:  Similar to a Pop-Up except that the window is
          loaded or sent behind the current window so that the user does not see
          it until they close one or more active windows.
     *    VIDEO ADVERTISING:  similar to banner advertising, except that instead
          of  a  static  or  animated  image,  actual  moving  video  clips  are
          displayed.   This  is  the  kind  of  advertising  most  prominent  in
          television,  and many  advertisers  will use the same  clips  for both
          television and online advertising.
     *    INTERSTITIAL  ADVERTISING:  a full-page ad that appears  before a user
          reaches their original destination.

We  anticipate  that we will sell our  advertising  directly to  advertisers  or
through  advertising  networks,  such as Google Adwords,  SpotXchange and Tremor
Media.  We  believe  that  we  will  be  able  to  have  higher  revenue  for an
advertisement  while  working  directly with the  advertisers  rather than going
through  a  network  since the  network  keeps a  percentage  of  revenue.  When
available, we anticipate we will be playing mostly Video advertising since Video
advertising,     according    to    our    research     (http://www.reelseo.com/
video-advertising-vs-banners-cpms/),  currently earns $40-50 per CPM ($0.04-0.05
per impression) which, also according to our research,  is up to 3 times that of
a banner. We are estimating a $20 per CPM.

                                       30
<PAGE>
Our  research  (http://blog.efrontier.com/insights/2011/01/dec-2010-cpcs-robust-
numbers-round-out-the-year.html)  indicates  that the CPC  (cost  per  click) is
estimated  to be between  $0.55-1.95  for  December  2010 and $0.48 to $1.78 for
December 2009. The lower amounts are associated  with  advertising to the retail
sector.  This is the cost incurred by an advertiser and we expect that will earn
part of that. The management  believes that average revenue of $0.3 per click is
a reasonable estimate.

We have no  marketing  information  for the Cost Per Action  (CPA) in support of
what we can charge an  advertiser  for a CPA. We believe that what we can charge
for a CPA will be variable  depending on the type of action that a customer does
(fill in a survey) or what type of products and  services a customer  purchases.
We are estimating $1 of revenue to us from a customer action.  However, we could
not find studies to support such an estimate,  and management's  estimates of $1
per action are not supported by reliable third-party data or empirical evidence.

We may never achieve the revenues we are projecting because the basis upon which
we are making  our  revenue  projections  is  subjective,  and our  reliance  on
third-party data which is more than two years old may be unreliable  because the
veracity of the third-party data cannot be verified.

To date, we have focused on product  development and executing the initial stage
of the marketing effort. We have not earned any sales revenue during this time.

COMPETITION

The Company's product competes broadly with Internet phone services available to
consumers. The Internet phone service market is highly competitive, and includes
international, national, regional and local service providers, many of whom have
greater resources than the Company,  including but not limited to Internet phone
services offered by Skype,  Yahoo,  Google,  Phone Power,  ITP,  via:talk,  Call
Centric, VYLmedia, inTalk, aptela, nextiva,  vocalocity, Jive, Improcom, amongst
others. As for companies that offer free phone services via the Internet,  there
are  Freephoneline,  icall,  voipbuster  and  mediaringtalk.  While the  Company
believes that it competes favorably on differentiation  because it offer of free
service in exchange for the customer viewing and/or listening to audio or visual
advertising, we are yet to see if we can compete in quality and we are weak with
regards to,  brand name  recognition  and,  there can be no  assurance  that the
Company and its products will not experience  increasing  competitive  pressures
from both  established  and new Internet phone service  companies,  many of whom
have substantially  greater marketing,  cash,  services and other resources than
the Company.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There  have been no  material  reclassifications,  mergers,  consolidations,  or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities  and  agencies  applicable  to  the  construction  and
operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that government  regulation will have a material impact on the
way we conduct our business, however, any government regulation imposing greater
fees for  Internet use or  restricting  information  exchange  over the Internet
could  result in a  decline  in the use of the  Internet  and the  viability  of
Internet-based services, which could harm our business and operating results.

                                       31
<PAGE>
PATENTS, TRADEMARKS AND COPYRIGHTS

We do not own,  either legally or  beneficially,  any patents or trademarks.  We
intend to protect our website with copyright laws.  Beyond our trade name, we do
not hold any other intellectual property.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any research and  development  costs to date. We have plans
to undertake  certain  research and development  activities  during the first 12
months  following the date of this prospectus  related to the development of our
website.

FACILITIES

We  currently  do not own any  physical  property or own any real or  intangible
property.  Our current business address is 11037 Warner Ave, Suite 132, Fountain
Valley, California 92708. Our telephone number is (714) 500-8919.

Mazen Kouta,  our President,  Treasurer and Director,  works on Company business
from a home office.  This location serves as our primary office for planning and
implementing  our business  plan.  We believe this space is  sufficient  for our
current  purposes and will be sufficient  until we raise  financing and hire our
software  contractor.  The Company intends to lease its own offices at such time
as it  has  sufficient  financing  to do so.  Management  believes  the  current
premises are sufficient for its needs at this time. Zeeshan Sajid, our Secretary
and Director, works on Company business from his current business office.

                      EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees as of the date of this prospectus. Our President, Treasurer
and  Director,  Mazen Kouta,  is an  independent  contractor  to the Company and
currently  devotes  approximately  20 hours  per week to  company  matters.  Our
Secretary and  Director,  Zeeshan  Sajid,  is an  independent  contractor to the
Company  and  currently  devotes  approximately  10 hours  per  week to  company
matters. After receiving funding, Messrs. Kouta and Sajid plan to devote as much
time as the Board of Directors  determines  is necessary  for them to manage the
affairs of the Company.  As our business and operations  increase,  we will hire
full time management and administrative support personnel.

REPORTS TO STOCKHOLDERS

We are  not  currently  a  reporting  company,  but  upon  effectiveness  of the
registration  statement  of  which  this  prospectus  forms a  part,  we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange  Act").  These reports include annual reports on
Form 10-K,  quarterly  reports on Form 10-Q and current reports on Form 8-K. You
may obtain copies of these reports from the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549, on official business days during the hours
of 10 A.M. to 3 P.M. or on the SEC's  website,  at  www.sec.gov.  You may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.

We will also make these  reports  available  on our website  once our website is
completed and launched.

                               LEGAL PROCEEDINGS

We are not currently a party to any legal  proceedings,  and we are not aware of
any pending or potential legal actions.

           DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The names,  ages and  titles of our  executive  officers  and  directors  are as
follows:

        Name               Age                    Position
        ----               ---                    --------
     Mazen Kouta           29       President, Treasurer and Director
     Zeeshan Sajid         28       Secretary and Director

                                       32
<PAGE>
MAZEN KOUTA has served as  President,  Treasurer  and  Director  since April 27,
2010. Since November 2008, Mr. Kouta has been working as a business  development
consultant  for  Azzam  Business  Group  where  he  was   instrumental   in  the
restructuring  of the company's  technology  product group. At the same time, he
has been operating a small chain of internet cafe in Lebanon.  Between  November
2005 and October  2009,  he worked for Cyber  Storm  System  Software  (based in
Sharjah, United Arab Emirates) where he managed the company's IT infrastructure.
Between January 2003 and October 2005, Mr. Kouta worked for Azzam Business Group
as a  sales  executive.  Mr.  Kouta  graduated  from  the  Industrial  Technical
Institute,  Beirut,  Lebanon, with a Diploma Superior in Airplane Maintenance in
August 2004.

ZEESHAN SAJID has served as our Secretary and Director  since April 27, 2010. In
July 2008, Mr. Sajid founded Xeeonix  Technologies,  a  Pakistan-based  software
development  company,  specialized in providing  custom web development and VoIP
solutions. Between September 2006 and June 2008, Mr. Sajid was employed by Media
Routes.  He worked on the  development  of highly  scalable,  high  performance,
carrier grade software  products for next  generation IP networks.  Between July
2005 and August 2006, he worked as a software developer for Altair  Technologies
in Islamabad, Pakistan. In his job, he worked on the development of a product to
analyze  Internet  traffic.  In  2006,  he  published  a  research  paper  in an
International  Conference  on  Graphics  Multimedia  and  Imaging  and  won  the
all-Pakistan  software  development  competition  known as SIVCOM 2006.  In June
2005,  Mr. Sajid  completed  his Bachelor of Computer  Science from the National
University of Computer & Emerging Sciences,  NUCES (formerly FAST) in Islamabad,
Pakistan.

TERM OF OFFICE

Each of our directors  serves for a term on our Board of Directors  that expires
until the next annual meeting of  shareholders,  until his successor  shall have
been elected and qualified,  or until his earlier resignation,  death or removal
from office in accordance with the provisions of the Nevada Revised Statues. Our
officers are  appointed by our Board of Directors  and hold office until removed
by the Board or until their resignation.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee,  compensation
committee,  nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such,  our entire Board of  Directors  acts as our audit  committee  and handles
matters related to compensation and nominations of directors.

POTENTIAL CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent
directors,  the functions that would have been performed by such  committees are
performed by our directors,  both of whom also serve as officers of the Company.
Thus, there is an inherent conflict of interest.

DIRECTOR INDEPENDENCE

We are not subject to listing  requirements of any national  securities exchange
or national  securities  association  and, as a result,  we are not at this time
required to have our board comprised of a majority of  "independent  directors."
Our  determination  of independence of directors is made using the definition of
"independent director" contained in Rule 5000(a)(19) of the Marketplace Rules of
the  NASDAQ  Stock  Market  ("NASDAQ"),  even  though  such  definitions  do not
currently  apply to us because we are not listed on NASDAQ.  We have  determined
that each of Mr. Kouta and Mr. Sajid are not "independent" within the meaning of
such rules.

                                       33
<PAGE>
SIGNIFICANT EMPLOYEES

We have no employees. Our President,  Treasurer and Director, Mazen Kouta, is an
independent  contractor to us and currently  devotes  approximately 20 hours per
week to Company  matters.  Zeeshan  Sajid,  our Secretary  and  Director,  is an
independent  contractor to us and currently  devotes  approximately 10 hours per
week to Company matters.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director,  executive officer, promoter
or control  person of our  company  has,  during  the last ten  years:  (i) been
convicted  in or  is  currently  subject  to a  pending  a  criminal  proceeding
(excluding traffic violations and other minor offenses);  (ii) been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
and as a result of such  proceeding  was or is subject to a judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities  subject to any federal or state securities or banking or commodities
laws  including,  without  limitation,  in any way limiting  involvement  in any
business activity,  or finding any violation with respect to such law, nor (iii)
any  bankruptcy  petition  been filed by or against  the  business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

We have not  implemented a formal policy or procedure by which our  stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
will be made to ensure that the views of stockholders  are heard by the Board of
Directors,  and that  appropriate  responses are provided to  stockholders  in a
timely  manner.  During the upcoming  year,  our Board will  continue to monitor
whether it would be appropriate to adopt such a process.

                             EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The  following  table sets forth  information  concerning  annual and  long-term
compensation  of the Company for the fiscal year ended  September 30, 2010,  for
its executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                 Non-Equity      Nonqualified
 Name and                                                        Incentive         Deferred
 Principal                                Stock       Option        Plan         Compensation    All Other
 Position    Year   Salary($)  Bonus($)  Awards($)   Awards($)  Compensation($)   Earnings($)  Compensation($)  Totals($)
 --------    ----   ---------  --------  ---------   ---------  ---------------   -----------  ---------------  ---------
<S>          <C>    <C>        <C>        <C>        <C>        <C>               <C>          <C>              <C>
Mazen
Kouta (1)    2010       0          0          0           0            0                0              0            0

Zeeshan
Sajid (2)    2010       0          0          0           0            0                0              0            0
</TABLE>

----------
(1) President, Treasurer and a Director.
(2) Secretary and a Director.

                                       34
<PAGE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

There is currently no employment or other  contract or  arrangement  with any of
our  officers.  There  are no  compensation  plans  or  arrangements,  including
payments to be made by us, with respect to officers that would result from their
resignation,  retirement or other termination from us. There are no arrangements
for  our  officers  that  would  result  from a  change-in-control.  None of our
officers have received monetary  compensation since our inception to the date of
this prospectus.

STOCK OPTION GRANTS

We do not currently have a stock option plan nor any long-term  incentive  plans
that provide compensation intended to serve as an incentive for performance.  No
individual  grants of stock options or other equity  incentive  awards have been
made to our officers or directors  since our inception;  accordingly,  none were
outstanding at September 30, 2010.

There are no annuity,  pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently  existing plan provided or  contributed to by the
company or any of its subsidiaries, if any.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of September 30, 2010:

<TABLE>
<CAPTION>
                   Fees                              Non-Equity      Nonqualified
                  Earned                             Incentive         Deferred
                 Paid in      Stock      Option        Plan          Compensation      All Other
    Name         Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----         -------     ---------  ---------  ---------------    -----------    ---------------   --------

<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Mazen Kouta (1)    0             0          0             0                0                0              0

Zeeshan Sajid (2)  0             0          0             0                0                0              0
</TABLE>

----------
(1) President, Treasurer and a Director.
(2) Secretary and a Director.

We have  not  compensated  our  directors  for  their  service  on our  Board of
Directors  since our  inception.  There are no  arrangements  pursuant  to which
directors  will be  compensated  in the future for any  services  provided  as a
director.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 1, 2010, we offered and sold to Mazen Kouta, our President, Treasurer and
Director,  a total of 1,125,000  shares of common stock for a purchase  price of
$0.008 per share, for aggregate proceeds of $9,000.

On June 25,  2010,  we offered  and sold to Zeeshan  Sajid,  our  Secretary  and
Director,  a total of 875,000  shares of common  stock for a  purchase  price of
$0.008 per share, for aggregate proceeds of $7,000.

                                       35
<PAGE>
We have not  entered  into any other  transaction,  nor are  there any  proposed
transactions,   in  which  our  directors  and  officers,   or  any  significant
stockholder,  or any member of the immediate family of any of the foregoing, had
or is to have a direct or indirect material interest.

Our officer and  directors  may be  considered  promoters  of the Company due to
their participation in and management of the business since our incorporation.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following  information  table sets forth certain  information  regarding our
common  stock  owned  on March 8,  2011 by (i) each  person  who is known by the
Company to own beneficially  more than 5% of its outstanding  Common Stock, (ii)
each director and officer, and (iii) all officers and directors as a group:


<TABLE>
<CAPTION>
Name and Address of                        Amount and Nature of
Beneficial Owner (1)(2)                    Beneficial Ownership            Percentage (3)
-----------------------                    --------------------            --------------
<S>                                    <C>                                     <C>
Mazen Kouta                            1,125,000 shares of common stock        56.25%
President, Treasurer and Director

Zeeshan Sajid                            875,000 shares of common stock        43.75%
Secretary and Director

All Directors and Officers
 as a Group (2 persons)                2,000,000 shares of common stock          100%
</TABLE>

----------
(1)  Unless otherwise  indicated,  the stockholder  listed possesses sole voting
     and  investment  power  with  respect  to  the  shares  shown,  subject  to
     applicable  community  property  laws,  and the  mailing  address  for each
     beneficial  owner  is  11037  Warner  Ave,  Suite  132,   Fountain  Valley,
     California 92708.


(2)  A  beneficial  owner of a security  includes  any person  who,  directly or
     indirectly, through any contract, arrangement, understanding, relationship,
     or otherwise has or shares:  (i) voting power,  which includes the power to
     vote, or to direct the voting of shares;  and (ii) investment power,  which
     includes the power to dispose or direct the disposition of shares.  Certain
     shares may be deemed to be beneficially  owned by more than one person (if,
     for example, persons share the power to vote or the power to dispose of the
     shares).  In  addition,  shares  are deemed to be  beneficially  owned by a
     person if the person has the right to acquire the shares (for example, upon
     exercise  of an  option)  within  60  days  of the  date  as of  which  the
     information  is provided.  In  computing  the  percentage  ownership of any
     person, the amount of shares outstanding is deemed to include the amount of
     shares  beneficially  owned by such person (and only such person) by reason
     of these  acquisition  rights.  As a result,  the percentage of outstanding
     shares of any person as shown in this table  does not  necessarily  reflect
     the person's actual ownership or voting power with respect to the number of
     shares of common stock  actually  outstanding on March 8, 2011. As of March
     8, there were 2,000,000 shares of our common stock issued and outstanding.

(3)  Based on 2,000,000 shares of common stock outstanding as of March 8, 2011.


                                       36
<PAGE>
                              PLAN OF DISTRIBUTION

First American Group Inc. has 2,000,000 common shares of common stock issued and
outstanding  as of the date of this  prospectus.  The Company is  registering an
additional of 628,000  shares of its common stock for sale at the fixed price of
$0.10 per share for the duration of the  offering.  There is no  arrangement  to
address the possible effect of the offering on the price of the stock.

In connection with the Company's  selling  efforts in the offering,  Mazen Kouta
and Zeeshan Sajid will not register as a broker-dealer pursuant to Section 15 of
the Exchange Act, but rather will rely upon the "safe harbor"  provisions of SEC
Rule 3a4-1,  promulgated  under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"). Generally speaking,  Rule 3a4-1 provides an exemption from
the  broker-dealer  registration  requirements  of the  Exchange Act for persons
associated  with an issuer  that  participate  in an  offering  of the  issuer's
securities.   Mr.  Kouta  and  Mr.  Sajid  are  not  subject  to  any  statutory
disqualification,  as that term is defined in Section  3(a)(39) of the  Exchange
Act. Mr.  Kouta and Mr. Sajid will not be  compensated  in  connection  with his
participation   in  the  offering  by  the  payment  of   commissions  or  other
remuneration  based  either  directly  or  indirectly  on  transactions  in  our
securities.  Mr. Kouta and Mr. Sajid are not, nor have they been within the past
12 months,  brokers or dealers,  and they are not, nor have they been within the
past 12 months,  associated  persons  of a broker or  dealer.  At the end of the
offering, Mr. Kouta and Mr. Sajid will continue to primarily perform substantial
duties for the  Company  or on its  behalf  otherwise  than in  connection  with
transactions  in  securities.  Mr. Kouta and Mr. Sajid will not  participate  in
selling an offering of securities  for any issuer more than once every 12 months
other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

First  American  Group will  receive all  proceeds  from the sale of the 628,000
shares being offered.  The price per share is fixed at $0.10 for the duration of
this offering.  Although our common stock is not listed on a public  exchange or
quoted  over-the-counter,  we intend to seek to have our shares of common  stock
quoted on the Over-the  Counter Bulletin Board. In order to be quoted on the OTC
Bulletin  Board,  a market maker must file an application on our behalf in order
to make a market for our common stock.  There can be no assurance  that a market
maker will agree to file the necessary  documents  with FINRA,  nor can there be
any assurance that such an application for quotation will be approved.

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities  Act,  because  we  have  nominal  assets  and  nominal   operations.
Accordingly,  the  securities  sold in this offering can only be resold  through
registration  under  Section 5 the  Securities  Act of 1933,  Section  4(1),  if
available, for non-affiliates or by meeting the conditions of Rule 144(i).

The Company's shares may be sold to purchasers from time to time directly by and
subject to the  discretion of the Company.  Further,  the Company will not offer
its  shares for sale  through  underwriters,  dealers,  agents or anyone who may
receive  compensation  in the form of  underwriting  discounts,  concessions  or
commissions  from the Company  and/or the purchasers of the shares for whom they
may act as  agents.  The  shares  of common  stock  sold by the  Company  may be
occasionally  sold in one or more  transactions;  all  shares  sold  under  this
prospectus will be sold at a fixed price of $0.10 per share.

                                       37
<PAGE>
In order to comply with the applicable  securities laws of certain  states,  the
securities will be offered or sold in those only if they have been registered or
qualified  for sale; an exemption  from such  registration  or if  qualification
requirement is available and with which First American Group has complied.

In addition and without  limiting the foregoing,  the Company will be subject to
applicable provisions,  rules and regulations under the Exchange Act with regard
to  security  transactions  during  the  period of time  when this  Registration
Statement is effective.

First American Group will pay all expenses incidental to the registration of the
shares  (including  registration  pursuant  to the  securities  laws of  certain
states).

                            DESCRIPTION OF SECURITIES

GENERAL


Our authorized  capital stock consists of 50,000,000 shares of common stock, par
value $0.001 per share. As of March 8, 2011,  there were 2,000,000 shares of our
common  stock  issued  and   outstanding   that  were  held  by  two  registered
stockholders of record, each of whom is an officer and director of the Company.


COMMON STOCK

The following is a summary of the material  rights and  restrictions  associated
with our common stock.

The  holders of our common  stock  currently  have (i) equal  ratable  rights to
dividends from funds legally  available  therefore,  when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company  available  for  distribution  to holders of common
stock upon liquidation,  dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled  to one  non-cumulative  vote per share on all  matters on which  stock
holders may vote. All shares of common stock now  outstanding are fully paid for
and  non-assessable and all shares of common stock which are the subject of this
offering,  when issued, will be fully paid for and non-assessable.  Please refer
to the Company's Articles of Incorporation,  Bylaws and the applicable  statutes
of the  State of  Nevada  for a more  complete  description  of the  rights  and
liabilities of holders of the Company's securities.

OPTIONS, WARRANTS AND RIGHTS

There are no outstanding options, warrants, or similar rights to purchase any of
our securities.

PREFERRED STOCK

We are not authorized to issue preferred stock.

NON-CUMULATIVE VOTING

Holders  of shares of our common  stock do not have  cumulative  voting  rights,
which means that the holders of more than 50% of the outstanding shares,  voting
for the election of directors,  can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of our directors.

                                       38
<PAGE>
CASH DIVIDENDS

As of the date of this  prospectus,  we have not  paid  any  cash  dividends  to
stockholders.  The  declaration  of any  future  cash  dividend  will  be at the
discretion of our Board of Directors and will depend upon our earnings,  if any,
our capital requirements and financial position,  our general economic and other
pertinent conditions.  It is our present intention not to pay any cash dividends
in the foreseeable  future,  but rather to reinvest  earnings,  if any, into our
business.

TRANSFER AGENT

We do not currently have a Transfer Agent but we are in the process of retaining
one.

ANTI-TAKEOVER LAW

Currently,  we have no Nevada  shareholders  and since this offering will not be
made in the State of Nevada,  no shares will be sold to its residents.  Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so.  Accordingly,  there are no anti-takeover  provisions
that have the affect of delaying or preventing a change in our control.

DIVIDEND POLICY

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
provisions  described  above,  or  otherwise,  we have been  advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for indemnification against such liabilities (other than our payment of expenses
incurred  or  paid  by  our  director,  officer  or  controlling  person  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

We  have  been  advised  that in the  opinion  of the  SEC  indemnification  for
liabilities  arising  under  the  Securities  Act is  against  public  policy as
expressed in the Securities Act, and is, therefore,  unenforceable. In the event
that a claim for indemnification  against such liabilities is asserted by one of
our  directors,   officers,  or  controlling  persons  in  connection  with  the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been  settled by  controlling  precedent,  submit the question of
whether such  indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.

                                       39
<PAGE>
                     INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this  prospectus  as having  prepared or certified
any part of this  Prospectus or having given an opinion upon the validity of the
securities  being  registered or upon other legal matters in connection with the
registration  or offering  of the common  stock was  employed  on a  contingency
basis, or had, or is to receive, in connection with the offering,  a substantial
interest exceeding $50,000, directly or indirectly, in the Company or any of its
parents or  subsidiaries.  Nor was any such person connected with First American
Group Inc. or any of its  parents or  subsidiaries  as a  promoter,  managing or
principal underwriter, voting trustee, director, officer, or employee.

                                     EXPERTS

The Law Offices of Thomas E. Puzzo,  PLLC., has rendered an opinion with respect
to the  validity  of the shares of common  stock  covered by this  prospectus  .
MaloneBailey, LLP, our independent registered public accountant, has audited our
financial  statements for the period ended September 30, 2010,  included in this
prospectus  and  registration  statement  to the extent and for the  periods set
forth in their audit  report.  MaloneBailey,  LLP, has presented its report with
respect to our audited financial statements.

                    WHERE YOU CAN FIND AVAILABLE INFORMATION

We filed with the  Securities and Exchange  Commission a registration  statement
under the Securities Act of 1933, as amended,  for the shares of common stock in
this offering.  This  prospectus  does not contain all of the information in the
registration  statement  and the exhibits and schedule  that were filed with the
registration  statement.  For  further  information  with  respect to us and our
common stock,  we refer you to the  registration  statement and the exhibits and
schedule that were filed with the registration  statement.  Statements contained
in this prospectus about the contents of any contract or any other document that
is  filed  as an  exhibit  to the  registration  statement  are not  necessarily
complete,  and we refer you to the full text of the  contract or other  document
filed as an exhibit to the  registration  statement.  A copy of the registration
statement and the exhibits and schedules  that were filed with the  registration
statement  may  be  inspected  without  charge  at  the  Public  Reference  Room
maintained by the  Securities  and Exchange  Commission at 100 F. Street,  N.E.,
Washington,  DC  20549-6010,  and copies of all or any part of the  registration
statement  may be obtained  from the  Securities  and Exchange  Commission  upon
payment of the prescribed fee. Information regarding the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange Commission
at 1-800-SEC-0330.  The Securities and Exchange Commission  maintains a web site
that contains reports, proxy and information  statements,  and other information
regarding  registrants that file electronically with the SEC. The address of the
site is www.sec.gov.

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no  changes  in or  disagreements  with our  independent  registered
public accountant.

                                       40
<PAGE>
                            FIRST AMERICAN GROUP INC.

                          INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                      F-2

Financial Statements                                                         F-3

Balance Sheet - September 30, 2010                                           F-3

Statement of Operations - March 11, 2010 through September 30, 2010          F-4

Statement of Stockholders' Equity (Deficit) - March 11, 2010 through
September 30, 2010                                                           F-5

Statement of Cash Flows - March 11, 2010 through September 30, 2010          F-6

Notes to Financial Statements                                                F-7

Financial Statements for the first quarter ended December 31, 2010
(unaudited)                                                                  F-9

Balance Sheet for the first quarter ended December 31, 2010 (unaudited)      F-9

Statements of Operations for the first quarter ended December 31, 2010
(unaudited)                                                                 F-10

Statements of Stockholders' Deficit for the first quarter ended
December 31, 2010 (unaudited)                                               F-11

Statements of Cash Flows for the first quarter ended December 31, 2010
(unaudited)                                                                 F-12

Notes to Financial Statements for the first quarter ended
December 31, 2010 (unaudited)                                               F-13


                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors,
First American Group, Inc
(A Development Stage Company)
Fountain Valley CA 92708

We have audited the  accompanying  balance sheet of First American Group, Inc (A
Development  Stage Company) as of September 30, 2010 and the related  statements
of operations,  statement of cash flows, and statement of stockholders'  deficit
for the period from March 11, 2010 (date of  inception)  through  September  30,
2010. These financial  statements are the  responsibility  of the First American
Group Inc's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the 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.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits 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,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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,  these financial statements referred to above present fairly, in
all material  respects,  the financial position of First American Group, Inc. as
of September 30, 2010 and the results of their  operations  and their cash flows
from March 11, 2010 (inception)  through  September 30, 2010 and the period from
March 11, 2010 (date of  inception)  through  September  30, 2010, in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that First American  Group,  Inc. will continue as a going concern.  As
discussed in Note 5 to the financial statements,  First American Group, Inc. has
no revenues and suffered losses from operations,  which raises substantial doubt
about the its  ability to  continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 5. The financial  statements
do not  include  any  adjustments  that might  result  from the outcome of these
uncertainties.


/s/ MaloneBailey, LLP
---------------------------------
MaloneBailey, LLP
www.malone-bailey.com
Houston, TX
November 30,  2010

                                      F-2
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                                  BALANCE SHEET

                                                                   September 30,
                                                                       2010
                                                                     --------
ASSETS

Current assets:
  Cash and cash equivalents                                          $  8,224
  Prepaid expenses                                                      5,000
                                                                     --------

      Total assets                                                   $ 13,224
                                                                     ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities :
  Accounts payable and accrued expenses                              $  1,500
  Due to director                                                         325
                                                                     --------

      Total current liabilities                                         1,825
                                                                     --------
Stockholders' deficit :
  Common stock, $0.001 par value; 50,000,000 shares authorized,
   2,000,000 issued and outstanding                                     2,000
  Additional paid-in capital                                           14,000
  Deficit accumulated during the development stage                     (4,601)
                                                                     --------

      Total stockholders' deficit                                      11,399
                                                                     --------

      Total liabilities and stockholders' deficit                    $ 13,224
                                                                     ========


    The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS

                                                                   Period From
                                                                    Inception
                                                                (March 11, 2010)
                                                                       to
                                                                  September 30,
                                                                      2010
                                                                   ----------
OPERATING EXPENSES
  Professional fees                                                $    3,675
  General & administrative                                                926
                                                                   ----------

      Total Operating Expense                                           4,601
                                                                   ----------

NET LOSS                                                           $   (4,601)
                                                                   ==========

BASIC AND DILUTED NET LOSS PER SHARE                               $     0.00
                                                                   ==========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                 2,000,000
                                                                   ==========


    The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE PERIOD FROM MARCH 11, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

<TABLE>
<CAPTION>
                                                                        Deficit
                                                                      Accumulated
                                                        Additional      in the           Total
                                  Common Stock           Paid In      Development     Stockholders'
                               Shares          $         Capital        Stage          (Deficit)
                               ------       ------       -------        -----          ---------
<S>                          <C>          <C>            <C>              <C>         <C>
Inception, March 11, 2010            --     $   --       $    --        $    --          $    --

Initial Capitalization -
  Sale of common stock        2,000,000      2,000        14,000             --           16,000

Net loss for the period              --         --            --         (4,601)          (4,601)
                              ---------     ------       -------        -------          -------

Balance, September 30, 2010   2,000,000     $2,000       $14,000        $(4,601)         $11,399
                              =========     ======       =======        =======          =======
</TABLE>


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

                                      F-5
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

                                                                   Period From
                                                                    Inception
                                                                (March 11, 2010)
                                                                       to
                                                                  September 30,
                                                                      2010
                                                                    --------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                          $ (4,601)
  Adjustments to reconcile net loss to net cash
   provided from operating activities

  Changes in operating assets and liabilities
    Prepaid expenses                                                 (5,000)
    Accounts payable and accrued liabilities                          1,500
                                                                   --------

Net cash provided by operating activities                            (8,101)
                                                                   --------

CASH FLOWS FROM FINANCING ACTIVITY
  Sale of common stock                                               16,000
  Due to director                                                       325
                                                                   --------

Net cash provided by financing activity                              16,000
                                                                   --------

Net increase in cash and cash equivalents                             8,224

Cash - opening                                                           --
                                                                   --------

Cash - closing                                                     $  8,224
                                                                   ========


    The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2010


NOTE 1 - NATURE OF OPERATIONS

FIRST AMERICAN GROUP INC. ("the  Company") was  incorporated  in Nevada on March
11,  2010,  under the name  "Radikal  Phones  Inc." We changed our name to First
American  Group Inc.  on October 7,  2010.  The  Company  plans to engage in the
development,  sales  and  marketing  of  voice-over-Internet-protocol   ("VoIP")
telephone  services  to enable  end-users  to place  free  phone  calls over the
Internet in return for viewing and  listening  to  advertising.  We also plan to
license or sell our  proprietary  software  to  companies  looking  for  similar
business opportunities.  The company has limited operations and is considered to
be in the development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  accompanying  financial  statements  have been prepared in accordance  with
United States generally accepted accounting principles for financial information
and in accordance with Securities and Exchange Commission's Regulation S-X. They
reflect all adjustments  which are, in te opinioin of the Company's  management,
necessary  for a fair  presentation  of the  financial  position  and  operating
results as of and for the period March 11, 2010 (date of inception) to September
30, 2010.

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  are  reported  in the balance  sheet at cost,  which
approximates  fair value.  For the  purpose of the  financial  statements,  cash
equivalents  include all highly liquid investments with maturity of three months
or less.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

BASIC AND DILUTED LOSS PER SHARE

Under ASC 260,  basic  earnings  (loss) per share are calculated by dividing the
Company's net income  available to common  shareholders by the weighted  average
number of common shares outstanding during the year/period. The diluted earnings
(loss) per share are  calculated  by dividing the  Company's  net income  (loss)
available  to common  shareholders  by the diluted  weighted  average  number of
shares outstanding for the period. The diluted weighted average number of shares
outstanding is the basic weighted  number of shares  adjusted as of the first of
the year for any  potentially  dilutive  debt or equity.  There are no  dilutive
shares outstanding.

INCOME TAXES

Under ASC 740, deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets,  including tax loss and credit  carryforwards,  and
liabilities are measured using enacted tax rates expected to apply to

                                      F-7
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2010


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  Deferred  income tax expense  represents the change during the
period in the deferred tax assets and deferred tax  liabilities.  The components
of the  deferred  tax assets and  liabilities  are  individually  classified  as
current and non-current based on their characteristics.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  No deferred tax assets or liabilities were recognized as of September
30, 2010.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

We do not expect the adoption of recently issued  accounting  pronouncements  to
have a significant  impact on our results of operations,  financial  position or
cash flow.

NOTE  3 -  INCOME TAXES

As of  September  30,  2010,  the Company has $690 in gross  deferred tax assets
resulting from net operating loss carry-forwards. A valuation allowance has been
recorded  to fully  offset  these  deferred  tax assets  because  the  Company's
management  believer  future  realization  of the related income tax benefits is
uncertain.  Accordingly,  the net  provision  for  income  taxes is zero for the
period March 11, 2010  (inception)  to September  30, 2010.  As of September 30,
2010, the Company has federal net operating loss carry forwards of approximately
$4,600 available to offset future taxable income through 2030.

NOTE 4 - STOCKHOLDERS' EQUITY

On March 11, 2010, the Company issued 2,000,000 shares for $16,000 cash.

NOTE 5 - GOING CONCERN

For the period March 11, 2010 (date of  inception)  through  September 30, 2010,
the Company has had a net loss of $4,601  consisting of  incorporation  fees and
professional  fees for the Company to initiate its SEC  reporting  requirements.
This factor raises  substantial doubt about the Company's ability to continue as
a going concern.

As of  September  30,  2010,  the Company has not emerged  from the  development
stage.  In view of these matters,  recoverability  of any asset amounts shown in
the accompanying  audited  financial  statements is dependent upon the Company's
ability  to begin  operations  and to  achieve a level of  profitability.  Since
inception,  the Company has financed its activities principally from the sale of
equity  securities.  The Company  intends on  financing  its future  development
activities  and its working  capital  needs  largely  from loans and the sale of
public equity  securities  with some additional  funding from other  traditional
financing sources,  including term notes, until such time that funds provided by
operations are sufficient to fund working capital requirements.

NOTE 6 - RELATED PARTY

The  Director  of the  Company  advances  $325 to pay  expenses on behalf of the
Company. Advances bear no interest, are unsecured, and due on demand.

                                      F-8
<PAGE>
                           FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       December 31,      September 30,
                                                                          2010               2010
                                                                        --------           --------
<S>                                                                     <C>                <C>
ASSETS

Current assets:
  Cash and cash equivalents                                             $  7,845           $  8,224
  Prepaid expenses                                                         5,000              5,000
                                                                        --------           --------

Total assets                                                            $ 12,845           $ 13,224
                                                                        ========           ========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                 $  3,500           $  1,500
  Due to director                                                            325                325
                                                                        --------           --------

Total current liabilities                                                  3,825              1,825
                                                                        --------           --------

Stockholders' deficit :
  Common stock, $0.001 par value; 50,000,000 shares authorized
   2,000,000 issued and                                                    2,000              2,000
  Additional paid-in capital                                              14,000             14,000
  Deficit accumulated during the development stage                        (6,980)            (4,601)
                                                                        --------           --------

Total stockholders' deficit                                                9,020             11,399
                                                                        --------           --------

Total liabilities and stockholders' deficit                             $ 12,845           $ 13,224
                                                                        ========           ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-9
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       Period From
                                                  Three Months          Inception
                                                     Ended          (March 11,2010) To
                                                   December 31,         December 31,
                                                      2010                 2010
                                                   ----------           ----------
<S>                                                <C>                  <C>
OPERATING EXPENSES
  Professional fees                                $    2,000           $    5,675
  General & administrative                                379                1,305
                                                   ----------           ----------

      Total Operating Expense                           2,379                6,980
                                                   ----------           ----------

NET LOSS                                           $   (2,379)          $   (6,980)
                                                   ==========           ==========

BASIC AND DILUTED NET LOSS PER SHARE               $     0.00
                                                   ==========

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                              2,000,000
                                                   ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-10
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
       FOR THE PERIOD FROM MARCH 11, 2010 (INCEPTION) TO DECEMBER 31, 2010
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                        Deficit
                                                                      Accumulated
                                                        Additional      in the           Total
                                  Common Stock           Paid In      Development     Stockholders'
                               Shares          $         Capital        Stage          (Deficit)
                               ------       ------       -------        -----          ---------
<S>                          <C>          <C>            <C>              <C>         <C>
Inception, March 11, 2010            --     $   --       $    --        $    --          $    --

Initial Capitalization -
  Sale of common stock        2,000,000      2,000        14,000             --           16,000

Net loss for the period              --         --            --         (4,601)          (4,601)
                              ---------     ------       -------        -------          -------

Balance, September 30, 2010   2,000,000      2,000        14,000         (4,601)          11,399

Net loss for the period              --         --            --         (2,379)          (2,379)
                              ---------     ------       -------        -------          -------

Balance, December 31, 2010    2,000,000     $2,000       $14,000        $(6,980)         $ 9,020
                              =========     ======       =======        =======          =======
</TABLE>


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

                                      F-11
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Period From
                                                            Three Months        Inception
                                                               Ended        (March 11,2010) To
                                                             December 31,       December 31,
                                                                2010               2010
                                                              --------           --------
<S>                                                           <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                     $ (2,379)          $ (6,980)
  Adjustments to reconcile net loss to net
   cash provided from operating activities
  Changes in operating assets and liabilities
    Prepaid expenses                                                --             (5,000)
    Accounts payable and accrued liabilities                     2,000              3,500
                                                              --------           --------

Net cash used in operating activities                             (379)            (8,480)
                                                              --------           --------

CASH FLOWS FROM FINANCING ACTIVITY
  Sale of common stock                                              --             16,000
  Due to director                                                   --                325
                                                              --------           --------

Net cash provided by financing activity                             --             16,325
                                                              --------           --------

Net (decrease) increase in cash and cash equivalents              (379)             7,845

Cash - opening                                                   8,224                 --
                                                              --------           --------

Cash - closing                                                $  7,845           $  7,845
                                                              ========           ========
</TABLE>


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

                                      F-12
<PAGE>
                            FIRST AMERICAN GROUP INC.
                          (A Development Stage Company)
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2010


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  financial  statements  have been prepared in accordance  with
United States generally accepted accounting principles for financial information
and in accordance  with rules of the  Securities and Exchange  Commission.  They
reflect  all  adjustments  which are, in the  opinion of First  American  Group,
Inc.'s  (Company's)  management,  necessary  for  a  fair  presentation  of  the
financial position and operating results as of and for the period March 11, 2010
(date of  inception)  to December 31, 2010.  The results of  operations  for the
interim period are not necessarily  indicative of the results to be expected for
the full year.  Notes to the  financial  statements  which  would  substantially
duplicate the disclosures  contained in the audited financial statements for the
most recent fiscal period, as reported in the Form 10-K, have been omitted.

NOTE 2 - GOING CONCERN

For the three  months ended  December  31,  2010,  the Company had a net loss of
$2,379 and has had no revenue and limited cash  resources.  These  factors raise
substantial doubt about the Company's ability to continue as a going concern.

As of December 31, 2010, the Company has not emerged from the development stage.
In view of these  matters,  recoverability  of any  asset  amounts  shown in the
accompanying  audited  financial  statements  is  dependent  upon the  Company's
ability  to begin  operations  and to  achieve a level of  profitability.  Since
inception,  the Company has financed its activities principally from the sale of
equity  securities.  The Company  intends on  financing  its future  development
activities  and its working  capital  needs  largely  from loans and the sale of
public equity  securities  with some additional  funding from other  traditional
financing sources,  including term notes, until such time that funds provided by
operations are sufficient to fund working capital requirements.

NOTE 3 - STOCKHOLDERS' EQUITY

On March 11, 2010, the Company issued 2,000,000 common shares for $16,000 cash.

NOTE 4 - RELATED PARTY

The  Director  of the  Company  advances  $325 to pay  expenses on behalf of the
Company. Advances bear no interest, are unsecured, and due on demand.

                                      F-13
<PAGE>
                            [Back Page of Prospectus]


                                   PROSPECTUS

                         628,000 SHARES OF COMMON STOCK

                            FIRST AMERICAN GROUP INC.


                      DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL  _____________  ___, 2010, ALL DEALERS THAT EFFECT  TRANSACTIONS  IN THESE
SECURITIES  WHETHER OR NOT  PARTICIPATING  IN THIS OFFERING,  MAY BE REQUIRED TO
DELIVER A PROSPECTUS.  THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A  PROSPECTUS  WHEN  ACTING AS  UNDERWRITERS  AND WITH  RESPECT TO THEIR  UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE>
                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

         Expenses (1)                                           Amount
         ------------                                           ------
         SEC Registration Fee                                 $     4.48
         Legal fees and expenses                              $   10,000
         Accounting fees and expenses                         $    4,000
         Printing of Prospectus                               $    1,000
                                                              ----------
         TOTAL                                                $15,004.48
                                                              ==========

(1) All amounts are estimates,  other than the SEC's  registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Section  78.7502  of  the  Nevada  Corporate  Law  provides,  in  part,  that  a
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit or  proceeding  (other  than an  action  by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee or agent of another corporation or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

Similar  indemnity is authorized for such persons  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred in defense or settlement of
any  threatened,  pending or completed  action or suit by or in the right of the
corporation,  if such person  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
provided  further  that  (unless  a court of  competent  jurisdiction  otherwise
provides)  such person shall not have been adjudged  liable to the  corporation.
Any such  indemnification  may be made only as  authorized in each specific case
upon a  determination  by  the  stockholders  or  disinterested  directors  that
indemnification is proper because the indemnitee has met the applicable standard
of  conduct.  Where an  officer  or a director  is  successful  on the merits or
otherwise in the defense of any action  referred to above, we must indemnify him
against  the  expenses  which  such offer or  director  actually  or  reasonably
incurred.

Our bylaws  provide  for the  indemnification  of our  directors  to the fullest
extent  permitted  by Nevada law. Our bylaws  further  provide that our Board of
Directors has discretion to indemnify our officers and other  employees.  We are
required to advance, prior to the final disposition of any proceeding,  promptly
on request,  all  expenses  incurred by any  director  or  executive  officer in
connection  with that proceeding on receipt of an undertaking by or on behalf of
that  director  or  executive  officer  to repay  those  amounts if it should be
determined ultimately that he or she is not entitled to be indemnified under the
bylaws or otherwise.  We are not,  however,  required to advance any expenses in
connection  with any  proceeding if a  determination  is reasonably and promptly
made by our Board of Directors by a majority  vote of a quorum of  disinterested
Board  members  that (i) the  party  seeking  an  advance  acted in bad faith or
deliberately  breached his or her duty to us or our  stockholders  and (ii) as a
result of such actions by the party  seeking an advance,  it is more likely than
not that it will  ultimately  be  determined  that such party is not entitled to
indemnification pursuant to the applicable sections of our bylaws.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against

                                      II-1
<PAGE>
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

We have not entered into any  indemnification  agreements  with our directors or
officers, but may choose to do so in the future. Such indemnification agreements
may require us, among other things, to:

     *    indemnify officers and directors against certain  liabilities that may
          arise because of their status as officers or directors;
     *    advance expenses, as incurred, to officers and directors in connection
          with a legal proceeding, subject to limited exceptions; or
     *    obtain directors' and officers' insurance.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is  information  regarding  the issuance and sales of securities
without registration since inception.

On May 1, 2010, we offered and sold to Mazen Kouta, our President, Treasurer and
Director,  a total of 1,125,000  shares of common stock for a purchase  price of
$0.008 per share for  aggregate  proceeds of $9,000.  The Company made the offer
and  sale in  reliance  on the  exclusion  from  registration  afforded  by Rule
903(b)(3) of Regulation S,  promulgated  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  on the basis that the securities were sold
outside of the US, to a non-US person,  and with no directed  selling efforts in
the US. No commission was paid in connection with the sale of any securities.

On June 25,  2010,  we offered  and sold to Zeeshan  Sajid,  our  Secretary  and
Director,  a total of 875,000  shares of common  stock for a  purchase  price of
$0.008 per share for  aggregate  proceeds of $7,000.  The Company made the offer
and  sale in  reliance  on the  exclusion  from  registration  afforded  by Rule
903(b)(3) of Regulation S,  promulgated  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  on the basis that the securities were sold
outside of the US, to a non-US person,  and with no directed  selling efforts in
the US. No commission was paid in connection with the sale of any securities.

ITEM 16. EXHIBITS


Exhibit
Number                          Description of Exhibit
------                          ----------------------

3.1.1    Articles of Incorporation of the Registrant (1)
3.1.2    Certificate of Amendment to Articles of Incorporation of the
         Registrant(1)
3.2      Bylaws of the Registrant (1)
5.1      Opinion re:  Legality and Consent of Counsel (2)
23.1     Consent of Legal Counsel (contained in exhibit 5.1)
23.2     Consent of MaloneBailey, LLP (3)


----------
(1)  Incorporated by reference to Form S-1 (File No. 333-171091), filed with the
     Commission on December 10, 2010.
(2)  Incorporated  by  reference  to  Amendment  No.  3 to Form  S-1  (File  No.
     333-171091), filed with the Commission on February 14, 2011.

(3)  Incorporated  by  reference  to  Amendment  No.  4 to Form  S-1  (File  No.
     333-171091), filed with the Commission on February 17, 2011.


ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

     (a)(1) To file,  during any period in which  offers or sales of  securities
are being made, a post-effective amendment to this registration statement to:

          (i)  Include  any  prospectus  required  by  Section  10(a)(3)  of the
Securities Act of 1933;

                                      II-2
<PAGE>
          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed  with the  Commission  pursuant  to Rule  424(b)  (Sec.230.424(b)  of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than 20%  change  in the  maximum  aggregate  offering  price  set  forth in the
"Calculation of Registration Fee" table in the effective registration statement.

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:

          (i) If the registrant is subject to Rule 430C, each  prospectus  filed
pursuant  to Rule  424(b) as part of a  registration  statement  relating  to an
offering,  other than registration statements relying on Rule 430B or other than
prospectuses  filed in reliance on Rule 430A,  shall be deemed to be part of and
included  in the  registration  statement  as of the date it is first used after
effectiveness.  Provided,  however,  that no  statement  made in a  registration
statement or prospectus that is part of the registration  statement or made in a
document  incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,  supersede or
modify any statement that was made in the  registration  statement or prospectus
that  was  part of the  registration  statement  or made  in any  such  document
immediately prior to such date of first use.

     (5) That, for the purpose of determining  liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial  distribution  of the
securities:

     The  undersigned  registrant  undertakes  that  in a  primary  offering  of
securities  of  the  undersigned   registrant   pursuant  to  this  registration
statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
registrant  relating to the offering  required to be filed  pursuant to Rule 424
(ss.230.424 of this chapter);

          (ii) Any free writing prospectus  relating to the offering prepared by
or on  behalf  of the  undersigned  registrant  or  used or  referred  to by the
undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

          (iv) Any other  communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

                                      II-3
<PAGE>
                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned,  in Kalamoun,  Lebanon,  on March 8,
2011.


                            FIRST AMERICAN GROUP INC.


                            By: /s/ Mazen Kouta
                               -------------------------------------------------
                            Name:  Mazen Kouta
                            Title: President, Treasurer and Director
                                   (Principal Executive Officer, Principal
                                   Financial Officer and Principal Accounting
                                   Officer)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Mazen  Kouta,   as  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  post-effective  amendments) to this  Registration
Statement on Form S-1 of First American  Group Inc., and to file the same,  with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange Commission,  grant unto said attorney-in-fact and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and necessary to be done in and about the  foregoing,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent, or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.


      Signature                          Title                       Date
      ---------                          -----                       ----


/s/ Mazen Kouta            President, Treasurer and Director       March 8, 2011
-------------------------
Mazen Kouta


/s/ Zeeshan Sajid          Secretary and Director                  March 8, 2011
-------------------------
Zeeshan Sajid


                                      II-4
<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number                          Description of Exhibit
------                          ----------------------

3.1.1    Articles of Incorporation of the Registrant (1)
3.1.2    Certificate of Amendment to Articles of Incorporation of the
         Registrant(1)
3.2      Bylaws of the Registrant (1)
5.1      Opinion re:  Legality and Consent of Counsel (2)
23.1     Consent of Legal Counsel (contained in exhibit 5.1)
23.2     Consent of MaloneBailey, LLP (3)


----------
(1)  Incorporated by reference to Form S-1 (File No. 333-171091), filed with the
     Commission on December 10, 2010.
(2)  Incorporated  by  reference  to  Amendment  No.  3 to Form  S-1  (File  No.
     333-171091), filed with the Commission on February 14, 2011.

(3)  Incorporated  by  reference  to  Amendment  No.  4 to Form  S-1  (File  No.
     333-171091), filed with the Commission on February 17, 2011.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                      Law Offices of Thomas E. Puzzo, PLLC
                               4216 NE 70th Street
                            Seattle, Washington 98115
              Telephone: (206) 522-2256 / Facsimile: (206) 260-0111

                                                 Writer's e-mail: tpuzzo@msn.com
                                                   Writer's cell: (206) 412-6868


                                  March 8, 2011

VIA EDGAR

Larry Spirgel
Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

     Re: First American Group Inc. (the "Company")
         Amendment No. 5 to Form S-1 filed March 4, 2011
         File No. 333-171091

Dear Mr. Spirgel:

     Pursuant to the staff's  comment  letter dated February 24, 2011, on behalf
of our client, the Company,  we respectfully submit this response to the staff's
oral comments.

     Amendment  No. 5 to Form S-1 was  filed  with the  Commission  via EDGAR on
March 8, 2011.

     The staff's comments are reproduced in bold italics in this letter, and the
Company's  responses to the staff's  comments follow each staff comment.  Please
note that,  unless otherwise  indicated,  the page references below refer to the
page numbers of the redlined Amendment No. 5 to the Form S-1.

GENERAL

     1.   WE NOTE THAT YOU UPDATED  YOUR  FINANCIAL  STATEMENTS  FOR THE QUARTER
          ENDED  DECEMBER  31, 2010.  HOWEVER YOUR UPDATE HAS SEVERAL  INCORRECT
          REFERENCES.  FOR  EXAMPLE  ON PAGE  F-11  YOU  REFER TO  STATEMENT  OF
          STOCKHOLDERS'  DEFICIT FOR THE PERIOD FROM MARCH 11, 2010 TO SEPTEMBER
          30, 2010 RATHER THAN "TO  DECEMBER  31,  2010." ON PAGE F-13 YOU LABEL
          YOUR NOTES TO THE UNAUDITED FINANCIAL STATEMENTS AS SEPTEMBER 30, 2010
          VERSUS DECEMBER 31, 2010. IN NOTE 2 ON PAGER F-13 YOU DISCUSS THAT YOU
          HAD A NET LOSS OF $6,980 FOR THE THREE MONTHS ENDED  DECEMBER 31, 2010
          WHERE IN FACT THAT IS YOUR NET LOSS FROM  MARCH 11,  2010 TO  DECEMBER
          31, 2010. PLEASE CORRECT THOSE AND ALL SIMILAR ERRORS.
<PAGE>
     The  Company  has  complied  with this  comment.  Please see the  financial
statements  for the  quarter  ended  December  31,  2010 on page  F-9 to F-13 of
Amendment No. 5 to the Form S-1.

     2.   WE NOTE YOUR  RESPONSE TO THE ORAL  COMMENT WE ISSUED ON FEBRUARY  24,
          2011 REGARDING THE BASES OF YOUR EXPECTED REVENUES. PLEASE REVISE YOUR
          DISCLOSURE  TO PROVIDE  MEANINGFUL  AND THOROUGH  CAUTIONARY  LANGUAGE
          REGARDING  THE  RISKS  INHERENT  IN YOUR  REVENUE  ASSUMPTIONS  AND TO
          SPECIFICALLY  IDENTIFY  THE  IMPORTANT  FACTORS  THAT COULD CAUSE YOUR
          PERFORMANCE TO DIFFER FROM YOUR REVENUE  PROJECTIONS.  YOUR DISCUSSION
          SHOULD ALSO ADDRESS THE FACTORS THAT ADVERTISERS  GENERALLY LOOK TO IN
          DECIDING  WHETHER TO ADVERTISE ON A WEBSITE,  SUCH AS MONTHLY TRAFFIC,
          UNIQUE VISITORS,  TARGETED MARKETING OPPORTUNITIES AND HOW ESTABLISHED
          THE  WEBSITE IS. IN  ADDITION,  PLEASE  MOVE THIS  REVISED  CAUTIONARY
          LANGUAGE TO THE PARAGRAPH  IMMEDIATELY  PRECEDING THE REVENUE TABLE ON
          PAGE 19 OF THE REGISTRATION STATEMENT.

     The  Company  has  complied  with  this  comment  by adding  the  following
paragraph to pages 4 and 19 to Amendment No. 5 to the Form S-1:

          Our revenue estimates are based on current expectations, estimates and
     projections  about our  business  based  primarily on  assumptions  made by
     management. In making our revenue projections, we have assumed that we will
     be able to generate  revenues from advertising based on our subjective view
     that our telephony  services and products will be fully  developed and that
     there will be a certain  level of  customer  acceptance  and demand for our
     telephony  services and products.  Therefore,  actual revenue  outcomes and
     results may differ  materially  from what is expressed or forecasted in our
     revenue estimates due primarily to factors that advertisers  generally look
     to in deciding  whether to  advertise on a website.  Some of these  factors
     are:  (i) monthly  traffic and its repeat  rate,  (ii) the number of unique
     visitors,  (iii) targeted marketing opportunities and demographics (iv) how
     professionally designed the website is, and (v) how established the website
     is. We currently do not satisfy any of the  aforementioned  factors as they
     relate to our business,  and the revenues we actually  generate will depend
     primarily  on our  success  in  developing  our  business  plan,  and  more
     specifically,  our  ability  to  attract  potential  advertisers  based  on
     potential  advertisers'  views about the quality of our  business  based on
     these factors.

     Please contact the undersigned if you have further comments or questions.

                                         Very truly yours,


                                         /s/ Thomas E. Puzzo
                                         ------------------------------
                                         Thomas E. Puzzo
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
