Attached files

file filename
EX-32.1 - EXHIBIT 32.1 - W&E Source Corp.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - W&E Source Corp.exhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020 or

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

For the transition period from __________ to __________

Commission File Number: 000-52276

W&E SOURCE CORP.
(Exact name of registrant as specified in its charter)

Delaware

98-0471083

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

113 Barksdale Professional Center, Newark, DE 19711
(Address of principal executive offices) (Zip Code)

(302) 722-6266
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 82,489,391 shares of common stock issued and outstanding as of May 15, 2020.


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION  
ITEM 1. FINANCIAL STATEMENTS 1
Condensed Consolidated Balance Sheets 2
Condensed Consolidated Statements of Income and Comprehensive Income 3
Condensed Consolidated Statements of Cash Flows 4
Condensed Consolidated Statements of Changes in Shareholders' Deficit
5
Notes to Interim Consolidated Financial Statements 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14
ITEM 4. CONTROLS AND PROCEDURES. 14
PART II - OTHER INFORMATION  
ITEM 1. LEGAL PROCEEDINGS. 15
ITEM 1A. RISK FACTORS 15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4. MINE SAFETY DISCLOSURES 16
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS 17
SIGNATURES 18


PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 


W&E Source Corp. and Subsidiaries

Condensed Consolidated Balance Sheets
As of March 31, 2020 and June 30, 2019

    March 31, 2020      June 30, 2019  
    (Unaudited)        
             
Assets            
Current Assets            
Cash $ 3,512   $ 2,508  
Other receivables   69     43  
Prepaid expense   150     -  
Total current assets   3,731     2,551  
             
Non-Current Assets            
    Prepayments/Deposits   10,625     11,457  
        Total non-current assets   10,625     11,457  
             
TOTAL ASSETS $ 14,356   $ 14,008  
             
Liabilities and Shareholders' Equity (Deficit)            
Current liabilities            
Accounts payable and accrued liabilities $ 7,724   $ 17,857  
Advanced for share issuance from related party   165,185     120,988  
Advances from related parties and related party payables   27,392     23,452  
    Total current liabilities   200,301     162,297  
             
TOTAL LIABILITIES   200,301     162,297  
             
Shareholders' deficit            
Common stock, $0.0001 par value, 500,000,000 shares authorized,
82,489,391 and 82,489,391shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively
  8,249     8,249  
Additional paid-in capital   1,059,931     1,059,931  
Accumulated deficit   (1,273,591 )   (1,227,859 )
Accumulated other comprehensive income   19,466     11,390  
Total shareholders' deficit   (185,945 )   (148,289 )
             
     TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 14,356   $ 14,008  

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


W&E Source Corp. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income
For the Three and Nine Months Ended March 31, 2020 and 2019
(Unaudited)

    Three Months 2020     Three Months 2019     Nine Months 2020     Nine Months 2019  
                         
Net revenues $ 332   $ 151   $ 825   $ 379  
    Gross profit   332     151     825     379  
                         
Operating expenses                        
    General and administrative expenses   (11,370 )   (11,814 )   (33,718 )   (35,234 )
        Total operating expenses   (11,370 )   (11,814 )   (33,718 )   (35,234 )
                         
Operating Loss   (11,038 )   (11,663 )   (32,893 )   (34,855 )
                         
Other Income (expense)                        
                         
    Foreign currency exchange gain (loss)   (6,710 )   4,404     (12,839 )   47  
        Total other income (expense) $ (6,710 )   4,404   $ (12,839 ) $ 47  
                         
Net loss   (17,748 )   (7,259 )   (45,732 )   (34,808 )
                         
Other comprehensive income                        
Cumulative foreign currency translation adjustment   8,300     (2,972 )   8,076     1,879  
                         
                         
    Comprehensive loss $ (9,448 )   (10,231 ) $ (37,656 ) $ (32,929 )
                         
                         
Weighted average number of shares outstanding - basic and diluted   82,489,391     82,489,391     82,489,391     82,489,391  
Loss per share - basic and diluted   ($0.00 )   ($0.00 )   ($0.00 )   ($0.00 )

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


W&E Source Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2020 and 2019
(Unaudited)

    March 31, 2020     March 31, 2019  
Cash Flow from Operating Activities            
Net loss $ (45,732 ) $ (34,808 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Foreign currency exchange loss   (4,668 )   116  
Change in operating assets and liabilities:            
Decrease in prepaid expenses and deposits   (975 )   (235 )
Decrease in accounts payable and accrued  liabilities   (8,164 )   (1,093 )
Increase in due to related party   3,848     3,360  
Net cash used in operating activities   (55,691 )   (32,660 )
             
Cash Flows from Financing Activities            
Advance for future share issuance   56,085     33,001  
Net cash provided by financing activities   56,085     33,001  
             
Cumulative translation adjustment   610     182  
             
Net increase in cash   1,004     523  
Cash, beginning of period   2,508     2,925  
Cash, end of period $ 3,512   $ 3,448  
             
             
Supplemental cash flows information            
    Interest paid $ -   $ -  
    Income tax paid            
             
Non cash investing and financing activities $ -   $ -  
  Share issuance for  debt settlement $ -   $ -  

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


W&E Source Corp. and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders’ Deficit
For the Three and Nine Months ended March 31, 2020 and 2019
(Unaudited)

                      Accumulated           Total  
          Common     Additional     other           Shareholders'  
          Stock     Paid-in     Comprehensive     Accumulated     Equity  
    Shares     Amount     Capital     Income     Deficit     (Deficit)  
Balance at June 30, 2018   82,489,391     8,249     1,059,931     9,938     (1,178,120 )   (100,002 )
  Foreign currency translation adjustment   -     -     -     361     -     361  
  Net Loss   -     -     -     -     (12,132 )   (12,132 )
Balance at September 30, 2018   82,489,391     8,249     1,059,931     10,299     (1,190,252 )   (111,773 )
  Foreign currency translation adjustment   -     -     -     4,490     -     4,490  
  Net Loss   -     -     -     -     (15,417 )   (15,417 )
Balance at December 31, 2019   82,489,391     8,249     1,059,931     14,789     (1,205,669 )   (122,700 )
  Foreign currency translation adjustment   -     -     -     (2,972 )   -     (2,972 )
  Net Loss   -     -     -     -     (7,259 )   (7.259 )
Balance at March 31, 2019   82,489,391     8,249     1,059,931     11,817     (1,212,928 )   (132,931 )
(Unaudited)                                    
Balance at June 30, 2019   82,489,391     8,249     1,059,931     11,390     (1,227,859 )   (148,289 )
  Foreign currency translation adjustment   -     -     -     2,841     -     2,841  
  Net Loss   -     -     -     -     (22,399 )   (22,399 )
Balance at September 30, 2019   82,489,391     8,249     1,059,931     14,231     (1,250,258 )   (167,847 )
  Foreign currency translation adjustment   -     -     -     (3,065 )   -     (3,065 )
  Net Loss   -     -     -     -     (5,585 )   (5,585 )
Balance at December 31, 2019   82,489,391     8,249     1,059,931     11,166     (1,255,843 )   (176,497 )
  Foreign currency translation adjustment   -     -     -     8,300     -     8,300  
  Net Loss   -     -     -     -     (17,748 )   (17,748 )
Balance at March 31, 2020 (Unaudited)   82,489,391     8,249     1,059,931     19,466     (1,273,591 )   (185,945 )

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



W&E Source Corp.

(Formerly News of China, Inc.)

Notes to Interim Consolidated Financial Statements

For the Periods Ended March 31, 2020 and June 30, 2019 

Note 1 - Organization, Nature of Operations and Basis of Presentation

W&E Source Corp. ("the Company") was incorporated in the State of Delaware on October 11, 2005 and is based in Montréal, Québec, Canada. The Company is providing air ticket reservations, hotel reservations and other travel related services.

On August 25, 2011, the Company incorporated a company called Airchn Travel Global, Inc. ("ATGI") in the State of Washington, USA. ATGI is a wholly owned subsidiary of the Company. ATGI focuses on a business segment of travel businesses which includes air ticket reservations, hotel reservations and other travel services.

On October 4, 2011, the Company incorporated a company called Airchn Travel (Canada) Inc. ("ATCI") in the Province of British Columbia, Canada. ATCI is a wholly owned subsidiary of ATGI. ATCI has a similar business segment as ATGI.

In January 2012, the Company changed its name from News of China, Inc. to W&E Source Corp. and increased its authorized shares to 500,000,000 shares. As a result of the name change, the Company's listing symbol on OTC Markets was also changed to WESC.

During the quarter ended March 31, 2012, the Company incorporated a company named Airchn Travel (Beijing) Inc. ("ATBI") in Beijing, China. ATBI is also a wholly owned subsidiary of ATGI. ATBI has a similar business segment as ATGI.

On December 15, 2012, Airchn Travel (Beijing) Inc., a wholly owned subsidiary of W&E Source Corp. (the "Company"), entered into the Share Purchase Agreement (the "Agreement") with Mr. Wu Hao (the "Seller"), a majority shareholder of Chengdu Baopiao Internet Co., Ltd. ("Baopiao"), to acquire part of his ownership in Baopiao which equals 51% of all issued and outstanding stock of Baopiao (the "Shares").

The Company will pay for the aggregate purchase price of RMB 2,550,000 for the Shares in cash and by assuming the Seller's debt to Baopiao in the amount of RMB1,800,000 (approximately US $289,000) (the "Debt"). According to the terms of the Agreement, the Company will assume the Debt upon execution of the Agreement and pay the Seller the remaining RMB750,000 of the purchase price within 20 days from the execution of the Agreement. Also at execution, the Company will pay Baopiao RMB200, 000 as repayment of the Debt and satisfy the remaining Debt of RMB1,600,000 within 20 days from the execution of the Agreement.

Also pursuant to the Agreement, the Seller will provide guaranties that other than the information including financial statements provided to the Company, Baopiao does not have any other debts, and no third party has any rights or liens on the assets of Baopiao. The Seller and Baopiao will also indemnify the Company against any damages, liabilities, losses and expenses which the Company may sustain or suffer due to any breach of the guaranties made by the Seller or Baopiao.

Baopiao has obtained the necessary shareholder approval for the transfer of the Shares and will register the transfer of the Shares with the applicable State Administration for Industry and Commerce within three days from the date of the Agreement.

In connection with the Agreement, the Company also entered into an agreement with the Seller and Baopiao that as an incentive for the management team of Baopiao, the Company will reserve up to 26 million shares of its common stock for issuance to the Baopiao employees upon achievement of certain milestones over the next three years.

The Share Purchase Agreement with Mr. Wu Hao was not completed in January, 2013 and both the Company and Mr. Wu Hao agreed to terminate the agreement entered on December 15, 2012.


Note 2 - Summary of Significant Accounting Policies

a. Basis of presentation.

The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission (the "SEC"). In the opinion of management, the financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The unaudited consolidated balance sheet information as of March 31, 2020 was derived from the consolidated audited financial statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2019. These unaudited consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2019, and other reports filed with the SEC. Operating results for the Three and Nine Months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2020.

b. Foreign currency translation.

ATCI's and ATBI's functional currency for operations is the Canadian dollar and Chinese yuan. However, the Company's reporting currency is the U.S. dollar. Therefore, the consolidated financial statements for all periods presented have been translated into the U.S. dollar using the current rate method. Under this method, the income statement and the cash flows for each period have been translated into U.S. dollars using the average rate of the reporting period, and assets and liabilities have been translated using the exchange rate at the end of the period. All resulting exchange differences are reported in the cumulative translation adjustment account as a separate component of shareholders' equity.

c.  Principles of consolidation.

The consolidated statements include the accounts of the Company and its wholly owned subsidiaries, ATGI, ATCI and ATBI. All inter-company transactions and balances were eliminated.

d. Use of Estimates.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expense during the period. Actual results could differ from those estimates.

e.  Loss per share.

Basic loss per share ("EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. EPS excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no dilutive securities at March 31, 2020 and June 30, 2019.


f. Revenue recognition.

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue, which primarily consists of commission fees from air ticketing and hotel booking operations, is recognized as tickets and hotels are booked and non-cancellable, and is recorded on a net basis (that is, the amount billed to a customer less the amount paid to a supplier) as the Company acts as an agent in these transactions. Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. The implementation of ASC 606 did not have a material impact on the Company's consolidated financial statements. ASC 606 create a five-step model that requires entities to exercise judgement when considering the terms of contract, which includes (1) identifying the contracts or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligation, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company's revenue consists of revenue from providing travel consulting and travel arrangement advisory services ("service revenue"), and service revenue from travel schedule arrangements and advisory.

g. Cash and cash equivalents.

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months or less of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. As of March 31, 2020 and June 30, 2019, we have no cash equivalents.

h. Income taxes.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the Company recognizes future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The Company's net operating losses carryforwards are subject to Section 382 limitation.

i. Recently issued accounting pronouncements.

The Company does not expect that any recently issued accounting pronouncement will have a significant impact on the consolidated results of operations, financial position, or cash flows of the Company.

    Recently Issued Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. There is no impact of the adoption of this guidance on its consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify on how to apply certain aspects of the new lease accounting standard. The amendments in this update, among other things, better articulates the requirement for a lessee's reassessment of lease classification as of the effective date of a modification, clarifies that a change to an index or rate for variable lease payments does not constitute a resolution of a contingency that would result in the remeasurement of lease payments, and requires entities that apply Topic 842 retrospectively to each reporting period and do not adopt the practical expedients to write off any prior unamortized initial direct costs that do not meet the definition under Topic 842 to equity. The amendments in this update have the same effective date and transition requirements as the new lease standard summarized above. The Company has evaluated the impact of adoption of Topic 842 on the Company's consolidated financial position and results of operations as stated above. There would be an impact of the adoption of this guidance on its consolidated financial statements for the Nine months ended as of March 31, 2020. 


Note 3 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company had accumulated deficits of $1,273,591 and $1,212,928 and net losses of $45,732 and $34,808, respectively, for the Nine Months ended March 31, 2020 and 2019. The Company currently has business activities to generate funds for its own operations, however, has not yet achieved profitable operations. These factors raise substantial doubt about our ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the current actions to obtain additional funding from independent investors or from the management and to implement its strategic plans should allow the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

Note 4 - Prepayment

As of March 31, 2020, the Company prepaid a security deposit of $10,625 (Cnd$15,000) ($11,457 - 2019) to Consumer Protection British Columbia Province for the guarantee of service quality.

Note 5 - Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities of $7,724 as of March 31, 2020 consists of payment of $525 in legal fees, $5,900 in audit and accounting fees and $1,299 in filing fees. (June 30, 2019 - $17,857).

Note 6 - Related Parties

Mrs. Hong Ba serves as the Chief Executive Officer and Director of the Company. Mr. Feng Li, the husband of Mrs. Hong Ba, is the owner of the Canada Airchn Financial Inc. ("CAFI"). The shareholders make advances to the Company from time to time for the Company's operations. These advances are due on demand and non-interest bearing.

As of the period ended March 31, 2020, the CEO of the Company advanced $141 (June 30, 2019 - $146) to the Company for operating expenditure.

During the period ended March 31, 2020, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $5,398 (Cnd$7,200) (2019 - $5,460) in rent and the debt of $27,392 has been due to the related party (2019 - $23,452).

As of the period ended March 31, 2020, the husband of Mrs. Hong Ba, our CEO, advanced $1,550 (March 31, 2019 - $1,100) to the Company for the operating expenditure.

As of March 31, 2020, the Company has received advances for future share issuance of $165,185 (June 30, 2019 - $120,988) and an advance of $202 (June 30, 2019 - $209) for operating expenditure from a related party who is an over 10% shareholder of the Company.


Note 7 - Commitment and Contingencies

The Company leases an office space in Canada for a term under month by month operating lease agreement. Monthly rent is $600 (Cdn$800).

For the Nine months ended March 31, 2020 and 2019, the Company recorded a rent expense of $5,398 (Cdn$7,200) and $5,460 (Cdn$7,200), respectively.

Note 8 - Common Stock

On January 23, 2012, the Company entered into a subscription agreement with the significant shareholder Hong Ba, for the sale of 22,000,000 common shares for $630,000 from cash received and expense paid on behalf by Hong Ba. Subsequent to the sale, Hong Ba owns 22,000,000 common shares which represent 45.9% of the issued and outstanding shares of the Company.

The Share Purchase Agreement with Mr. Wu Hao was not completed in January 2013, and both the Company and Mr. Wu Hao agreed to terminate the agreement entered on December 15, 2012. On October 26, 2014, the Company issued 15,538,300 common shares of the Company to settle the debts payable of $155,383 to related parties at $0.01 per share.

The Company is authorized to issue 500,000,000 shares of common stock with par value of $0.0001. As of March 31, 2020 and June 30, 2019, 82,489,391 and 82,489,391 shares of common stock were issued and outstanding, respectively. 

On October 26, 2014, the Company issued 15,538,300 common shares of the Company to settle the debts payable of $155,383 to related parties at $0.01 per share.

On August 5, 2016, the Company entered into Debt Conversion Agreements (the "Agreements") with each of Lin Li and Youzhe Li, who were each creditors to the Company with total outstanding balances of $25,920 (the "Lin Li Loan") and $78,861 (the "Youzhe Li Loan" and, together with the Lin Li Loan, the "Loans"), respectively. Pursuant to the Agreements the Company agreed to issue an aggregate total of 19,051,091 shares of its common stock, $0.0001 par value per share (the "Shares"), at the conversion rate of $0.0055 per share as full payment for the Loans. Upon issuance and delivery of the Shares, the Loans were fully paid and the Company no longer had any obligations to the individuals under the Loans.

Lin Li is the sister of Mr. Feng Li, who is the husband of Hong Ba, the Company's director, CEO and CFO.

On August 5, 2016, the Company issued 14,338,364 common shares of the Company to such a related party in cancellation of the debt of $78,861 owed to such party at such time. 

As of March 31, 2020 and June 30, 2019, the Company has received $165,185 and $120,988, respectively, advanced for a future share issuance from a related party, which amounts do not bear interest and are due on demand. 

As the filing date of these financial statements, there are 82,489,391 shares issued and outstanding.


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares of our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "W&E Source Corp.", "the Company" means W&E Source Corp., unless otherwise indicated.

Corporate Overview

The Company has identified the global tourism market as its first investment target. As it currently exists, the tourism industry is fragmented into various geographic regions. We believe that approaching this industry from a global perspective is an emerging market with tremendous growth potential. We plan to set up and/or acquire offices in various regions of the world and through them, develop the local tourism industry and expand our local tourism market. Ultimately, we plan to unify and manage our regional offices and to market our global services through the internet.

We have set up three subsidiaries, Airchn Travel Global, Inc. in Seattle, Washington ("ATGI") and Airchn Travel (Canada) Inc., in Vancouver, British Columbia in Canada ("ATCI") and Airchn Travel (Beijing) Inc. in Beijing, China ("ATBI"). Our Beijing office has been closed as of March 31, 2020 due to lack of business and to reduce operating costs.

We are engaged in services such as airline and cruise ticketing, customized and packaged tours, travel blogs, travel magazines, sales of travel related merchandise, group hotel reservations, business travel arrangements, conference travel arrangements, car rental and admission ticket sale for local tourist attractions.

We will continue to explore other business growth opportunities, regardless of industry, in order to diversify our business operations and investments.

On January 17, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to change its name from News of China, Inc. to W&E Source Corp. In connection the name change, our listing symbol also changed from "NWCH" to "WESC." Our new website which is currently under construction can be accessed at www.wescus.com. In addition, the Company also increased its total authorized shares to 500,000,000 to anticipate future financing through the issuance of our equity or convertible debt to finance our business.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the quarters ended March 31, 2020 and 2019 contained in this Report.


Nine Months Ended March 31, 2020 and 2019:

    Nine Months Ended     Nine Months Ended  
    March 31,     March 31,  
    2020     2019  
Revenues $ 825   $ 379  
Expenses            
      General and administrative expenses   (33,718 )   (35,234 )
             
      Foreign currency exchange gain (loss)   (12,893 )   47  
Net loss $ (45,732 ) $ (34,808 )

Revenues

We have generated total revenues of $825 from operations during the nine months ended March 31, 2020 as compared to $379 for the same period in 2019, an increase of $446 or 117%. The increase was mainly due to the increase in our travel business in the nine months ended March 31, 2020.

General and administrative expenses

General and administrative expenses for the nine months ended March 31, 2020 decreased by $1,516 or 5%, compared with the same period in 2019 primarily because of decreased operating cost in office expenses.

Net loss

We had net losses of $27,984 and $27,549 for the nine months ended March 31, 2020 and 2018, respectively, an increase of $435 or 2%, and had an accumulated deficit of $1,255,843 since the inception of our business as at March 31, 2020. The increase in net loss in 2020 is mainly attributable to increased losses in foreign currency exchange as compared to the prior period in 2019, as partially offset by a decrease in general and administrative expenses and an increase in sales revenue.

Three Months Ended March 31, 2020 and 2019:

    Three Months Ended     Three Months Ended  
    March 31,     March 31,  
    2020     2019  
Revenues $ 332   $ 151  
Expenses            
      General and administrative expenses    (11,370 )   (11,814 )
             
      Foreign currency exchange gain (loss)   (6,710 )   4,404  
Net loss $ (17,748 ) $ (7,259 )

Revenues

We have generated total revenues of $332 from operations during the three months ended March 31, 2020 as compared to $151 for the same period in 2019, an increase of $181 or 55%. The increase was mainly due to the increase in our travel business in the quarter ended March 31, 2020 due to more travel schedule arrangements.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2020 decreased by $444 or 4%, compared with the same period in 2019 primarily because of decreased operating cost in filing fees expenses.


Net loss

We had net losses of $17,748 and $7,259 for the three months ended March 31, 2020 and 2019, respectively, a increase of $10,489 or 144%, and had an accumulated deficit of $1,273,591 since the inception of our business as at March 31, 2020. The increase in net loss is mainly attributable to a change from a foreign exchange gain to a foreign exchange loss, partially offset by a decrease in general and administrative expenses and an increase in sales revenue.

Liquidity and Capital Resources

Our financial condition at the end of March 31, 2020 and June 30, 2019 are summarized as follows:

Working Capital

    March 31,
2020
    June 30,
2019
 
Current Assets $ 3,731   $ 2,551  
Current Liabilities   (200,301 )   (162,297 )
Working Capital (deficit) $ (196,570 ) $ (159,746 )

Our working capital deficit increased from the previous year and current assets were still insufficient to cover liabilities; the deficit magnitude increased by some $36,824 due to additional funds advanced for share issuance and due to related parties.

Cash Flows

    March 31,
2020
    March 31,
2019
 
Cash used in operating activities $ (55,691 ) $ (32,660 )
Cash provided by financing activities   56,085     33,001  
Cumulative translation adjustment   610     182  
Net increase in cash $ 1,004   $ 523  

Cash Used in Operating Activities

For the Nine Months ended March 31, 2020, our cash used in operating activities increased by $23,031 or 71% to $55,691, compared with $32,660 for the Nine Months in the prior year. The increase is mainly due to an increase in foreign exchange loss compared with the Nine Months in the prior year.

Cash Provided by Financing Activities

For the Nine Months ended March 31, 2020, the Company received $56,085 from financing activities in the form of cash advances for future share issuances from a party compared with $33,001 in the same period in 2019.

Cash Requirements

Over the next 12-months, we anticipate that we will incur the following operating expenses:

Expense   Amount  
General and administrative $ 5,000  
Professional fees   50,000  
Foreign currency exchange loss   5,000  
Total $ 60,000  

Our CEO, Hong Ba, has committed to providing our working capital requirements for the next 12 months.


Management believes that the Company will be able to raise sufficient capital to meet our working capital requirements for the next 12 month period.  Management is currently seeking financing opportunities to meet our estimated funding requirements for the next 12 months primarily through private placements of our equity securities.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Transactions with related persons

Mrs. Hong Ba serves as the Chief Executive Officer and Director of the Company. Mr. Feng Li, the husband of Mrs. Hong Ba, is the owner of the Canada Airchn Financial Inc. ("CAFI"). The shareholders make advances to the Company from time to time for the Company's operations. These advances are due on demand and non-interest bearing.

As of the period ended March 31, 2020, the CEO of the Company advanced $141 (June 30, 2019 - $146) to the Company for operating expenditure.

During the period ended March 31, 2020, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $5,398 (Cnd$7,200) (2019 - $5,460) in rent and the debt of $27,392 has been due to the related party (2019 - $23,452).

As of the period ended March 31, 2020, the husband of Mrs. Hong Ba, our CEO, advanced $1,550 (March 31, 2019 - $1,100) to the Company for the operating expenditure.

As of March 31, 2020, the Company has received advances for future share issuance of $165,185 (June 30, 2019 - $120,988) and an advance of $202 (June 30, 2019 - $209) for operating expenditure from a related party who is an over 10% shareholder of the Company.

Off Balance Sheet Arrangements

We have no significant 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 that is material to stockholders.

Recently Issued Accounting Standards

We continue to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Footnotes to the financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain "disclosure controls and procedures", as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company's disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's annual report on internal control over financial reporting contained in our Annual Report on Form 10-K for the year ended June 30, 2019.


Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As of the date of this filing, there have been no material changes from the risk factors disclosed in Part I, Item 1A (Risk Factors) contained in our Annual Report on Form 10-K for the year ended June 30, 2019, with the exception of the addition of the following risk factor.  We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect out operations.  The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K for the year ended June 30, 2019 may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements.  If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected. 

The COVID-19 pandemic could negatively affect the Company's business and operating results

The future impacts of the global emergence of the novel strain of Coronavirus and the disease it causes (known as "COVID-19") on the Company's business or operating and financial results are unpredictable and cannot be identified with certainty at this time. The widespread health crisis has adversely affected the global economy and resulted in a widespread economic downturn which could adversely impact demand for our services. Such interruptions include significant disruptions and restrictions on travel. There is no assurance that the outbreak will not have a material adverse impact on our business or results of operations. Further, our operations could be negatively affected if a significant number of our service providers are unable to perform their normal duties because of contracting COVID-19 or based on further direction from governments, public health authorities or regulatory agencies. The extent of the impact, if any, will depend on developments beyond our control, including actions taken by governments, financial institutions, monetary policy authorities, and public health authorities to contain and respond to public health concerns and general economic conditions as a result of the pandemic.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required or recommended by federal, provincial, state or local authorities, or that we determine are in the best interests of our customers, partners, suppliers, shareholders and other stakeholders. We cannot be certain of potential effects any such alterations or modifications may have on our business or operating and financial results for the fiscal year ending June 30, 2020.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended March 31, 2020, the Company has agreed orally with a creditor that certain advances from the creditor shall be used to pay for shares of common stock of the Company at a future date. The price per share to be paid for such shares shall be the fair market value of the shares. The timing and amount of shares to be issued in such sale have not yet been determined. As of March 31, 2020, the aggregate amount of the advances to be used for such share purchases was $56,085, which amount may increase in the future.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS

(3)

Articles of Incorporation and By-laws

3.1

Articles of Incorporation (attached as an exhibit to our registration statement on Form SB-2 filed September 25, 2006).

3.2

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to an exhibit to the Quarter Report on form 10-Q filed on February 10, 2012).

3.3

By-Laws (attached as an exhibit to our registration statement on Form SB-2 filed September 25, 2006).


(31)

Section 302 Certification

31.1*

Certification Statement of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 906 Certification

32.1*

Certification Statement of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*

Interactive Data Files

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

*filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

W&E Source Corp.

/s/ Hong Ba
Hong Ba
CEO and CFO
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer


Date: May 15, 2020

 

18