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 endedDecemberMarch 31, 20172020or
[ ] 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.SOURCE CORP.
(Exact name of registrant as specified in its charter
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’sRegistrant'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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [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"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”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’sissuer's classes of common stock, as of the latest practicable date: 82,489,391 shares of common stock issued and outstanding as of February 14, 2018.May 15, 2020.
TABLE OF CONTENTS
PART I—FINANCIALI-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W&E Source Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
As of DecemberMarch 31, 20172020 and June 30, 20172019
| March 31, 2020 | June 30, 2019 | |||||||||||
| (Unaudited) | ||||||||||||
| December 31, 2017 | June 30, 2017 | |||||||||||
| Assets | (Unaudited) | |||||||||||
| Current Assets | ||||||||||||
| Cash | $ | 3,168 | $ | 5,010 | $ | 3,512 | $ | 2,508 | ||||
| Other receivables | 1,180 | 537 | 69 | 43 | ||||||||
| Prepaid expense | 150 | - | ||||||||||
| Total current assets | 4,348 | 5,547 | 3,731 | 2,551 | ||||||||
| Non-Current Assets | ||||||||||||
| Prepayments/Deposits | 11,750 | 11,565 | 10,625 | 11,457 | ||||||||
| Total non-current assets | 11,750 | 11,565 | 10,625 | 11,457 | ||||||||
| TOTAL ASSETS | $ | 16,098 | $ | 17,112 | $ | 14,356 | $ | 14,008 | ||||
| Liabilities and Shareholders’ Deficit | ||||||||||||
| Liabilities and Shareholders' Equity (Deficit) | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | 3,569 | $ | 10,681 | $ | 7,724 | $ | 17,857 | ||||
| Advanced for share issuance | 71,109 | 47,986 | ||||||||||
| Advanced for share issuance from related party | 165,185 | 120,988 | ||||||||||
| Advances from related parties and related party payables | 11,432 | 7,402 | 27,392 | 23,452 | ||||||||
| Total current liabilities | 86,110 | 66,069 | 200,301 | 162,297 | ||||||||
| TOTAL LIABILITIES | 86,110 | 66,069 | 200,301 | 162,297 | ||||||||
| Shareholders' deficit | ||||||||||||
| Common stock, $0.0001 par value, 500,000,000 shares authorized, 82,489,391 and 82,489,391 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively | 8,249 | 8,249 | ||||||||||
| 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 | 1,059,931 | 1,059,931 | ||||||||
| Accumulated deficit | (1,145,665 | ) | (1,127,081 | ) | (1,273,591 | ) | (1,227,859 | ) | ||||
| Accumulated other comprehensive income | 7,473 | 9,944 | 19,466 | 11,390 | ||||||||
| Total shareholders’ deficit | (70,012 | ) | (48,957 | ) | ||||||||
| Total shareholders' deficit | (185,945 | ) | (148,289 | ) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 16,098 | $ | 17,112 | ||||||||
| 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 SixNine Months Ended DecemberMarch 31, 20172020 and 20162019
(Unaudited)
| 2017 | 2016 | 2017 | 2016 | Three Months 2020 | Three Months 2019 | Nine Months 2020 | Nine Months 2019 | |||||||||||||||||
| Three Months | Three Months | Six Months | Six Months | |||||||||||||||||||||
| Net revenues | $ | 299 | $ | 346 | $ | 299 | $ | 464 | $ | 332 | $ | 151 | $ | 825 | $ | 379 | ||||||||
| Gross profit | 299 | 346 | 299 | 464 | 332 | 151 | 825 | 379 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| General and administrative expenses | (9,892 | ) | (9,780 | ) | (21,252 | ) | (22,422 | ) | (11,370 | ) | (11,814 | ) | (33,718 | ) | (35,234 | ) | ||||||||
| Total operating expenses | (9,892 | ) | (9,780 | ) | (21,252 | ) | (22,422 | ) | (11,370 | ) | (11,814 | ) | (33,718 | ) | (35,234 | ) | ||||||||
| Operating loss | (9,593 | ) | (9,434 | ) | (20,953 | ) | (21,958 | ) | ||||||||||||||||
| Operating Loss | (11,038 | ) | (11,663 | ) | (32,893 | ) | (34,855 | ) | ||||||||||||||||
| Other Income (expense) | ||||||||||||||||||||||||
| Foreign currency exchange (loss) gain | (2,487 | ) | (4,593 | ) | 2,369 | (4,972 | ) | |||||||||||||||||
| Foreign currency exchange gain (loss) | (6,710 | ) | 4,404 | (12,839 | ) | 47 | ||||||||||||||||||
| Total other income (expense) | $ | (2,487 | ) | $ | (4,593 | ) | $ | 2,369 | $ | (4,972 | ) | $ | (6,710 | ) | 4,404 | $ | (12,839 | ) | $ | 47 | ||||
| Loss before income taxes | $ | (12,080 | ) | $ | (14,027 | ) | $ | (18,584 | ) | $ | (26,930 | ) | ||||||||||||
| Net loss | (12,080 | ) | (14,027 | ) | (18,584 | ) | (26,930 | ) | (17,748 | ) | (7,259 | ) | (45,732 | ) | (34,808 | ) | ||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||
| Cumulative foreign currency | ||||||||||||||||||||||||
| Translation adjustment | ||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||
| Cumulative foreign currency translation adjustment | 8,300 | (2,972 | ) | 8,076 | 1,879 | |||||||||||||||||||
| 2,542 | (5,270 | ) | (2,471 | ) | 4,820 | |||||||||||||||||||
| Comprehensive loss | $ | (9,538 | ) | $ | (19,297 | ) | $ | (21,055 | ) | $ | (22,110 | ) | $ | (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 | 78,845,740 | ||||||||||||||||||||
| Loss per share – basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||
| 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 FlowFlows
For the SixNine Months Ended DecemberMarch 31, 20172020 and 20162019
(Unaudited)
| December 31, 2017 | December 31, 2016 | March 31, 2020 | March 31, 2019 | |||||||||
| Cash Flow from Operating Activities | ||||||||||||
| Net loss | $ | (18,584 | ) | $ | (26,930 | ) | $ | (45,732 | ) | $ | (34,808 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Foreign currency exchange loss | (1,406 | ) | 3,177 | (4,668 | ) | 116 | ||||||
| Change in operating assets and liabilities: | ||||||||||||
| Decrease in accounts receivable | - | 140 | ||||||||||
| Decrease in prepaid expenses and deposits | - | (38 | ) | (975 | ) | (235 | ) | |||||
| Increase in accounts payable and accrued liabilities | (7,743 | ) | (12,060 | ) | ||||||||
| Decrease in accounts payable and accrued liabilities | (8,164 | ) | (1,093 | ) | ||||||||
| Increase in due to related party | 3,697 | - | 3,848 | 3,360 | ||||||||
| Net cash used in operating activities | (24,036 | ) | (35,711 | ) | (55,691 | ) | (32,660 | ) | ||||
| Cash Flows from Financing Activities | ||||||||||||
| Proceeds from related party | 150 | 3,638 | ||||||||||
| Share issuance in advance | 23,000 | 32,240 | ||||||||||
| Advance for future share issuance | 56,085 | 33,001 | ||||||||||
| Net cash provided by financing activities | 23,150 | 35,878 | 56,085 | 33,001 | ||||||||
| Cumulative translation adjustment | (956 | ) | (220 | ) | 610 | 182 | ||||||
| Net increase in cash | (1,842 | ) | (53 | ) | 1,004 | 523 | ||||||
| Cash, beginning of period | 2,508 | 2,925 | ||||||||||
| 5,010 | 5,647 | |||||||||||
| Cash, end of period | $ | 3,168 | $ | 5,594 | $ | 3,512 | $ | 3,448 | ||||
| Supplemental cash flows information | ||||||||||||
| Interest paid | $ | - | $ | - | $ | - | $ | - | ||||
| Income tax paid | $ | - | $ | - | ||||||||
| Non cash investing and financing activities | $ | - | $ | - | ||||||||
| Share issuance for debt settlement | $ | - | $ | 104,781 | $ | - | $ | - | ||||
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’ DeficitAs of DecemberFor the Three and Nine Months ended March 31, 20172020 and Year Ended June 30, 20172019
(Unaudited)
| Accumulated | Total | |||||||||||||||||
| Additional | other | Shareholders’ | ||||||||||||||||
| Common stock | Paid-in | Comprehensive | Accumulated | |||||||||||||||
| Shares | Amount | Capital | Income | Deficit | deficit | |||||||||||||
| Balance at June 30, 2016 | 63,438,300 | 6,344 | 957,055 | 8,651 | (1,072,229 | ) | (100,179 | ) | ||||||||||
| Debt converted into shares | 19,051,091 | 1,905 | 102,876 | - | - | 104,781 | ||||||||||||
| Foreign currency | - | - | - | 1,293 | - | 450 | ||||||||||||
| translation adjustment | ||||||||||||||||||
| Net Loss | - | - | - | - | (54,852 | ) | (12,903 | ) | ||||||||||
| Balance at June 30, 2017 | 82,489,391 | 8,249 | 1,059,931 | 9,944 | (1,127,081 | ) | (48,957 | ) | ||||||||||
| Foreign currency | - | - | - | (2,471 | ) | - | (2,471 | ) | ||||||||||
| translation adjustment | ||||||||||||||||||
| Net Loss | - | - | - | - | (18,584 | ) | (18,584 | ) | ||||||||||
| Balance at December 31, 2017 | 82,489,391 | 8,249 | 1,059,931 | 7,473 | (1,145,665 | ) | (70,012 | ) |
| 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”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”("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”("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’sCompany's listing symbol on OTCQB isOTC Markets was also changed to WESC.
During the periodquarter ended March 31, 2012, the Company incorporated a company named Airchn Travel (Beijing) Inc. (“ATBI”("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”"Company"), entered into the Share Purchase Agreement (the “Agreement”"Agreement") with Mr. Wu Hao (the “Seller”"Seller"), a majority shareholder of Chengdu Baopiao Internet Co., Ltd. (“Baopiao”("Baopiao"), to acquire part of his ownership in Baopiao which equals 51% of all issued and outstanding stock of Baopiao (the “Shares”"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’sSeller's debt to Baopiao in the amount of RMB1,800,000 (approximately US$289,000)US $289,000) (the “Debt”"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 RMB200,000RMB200, 000 as repayment of the Debt and satisfy the remaining Debt of RMB1,600,000 within 20 daydays 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”"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”("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 DecemberMarch 31, 20172020 was derived from the consolidated audited financial statements included in the Company’sCompany's Annual Report on Form 10-K for the year ended June 30, 2017.2019. 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’sCompany's Annual Report on Form 10-K for the year ended June 30, 2017,2019, and other reports filed with the SEC. Operating results for the six monthsThree and Nine Months ended DecemberMarch 31, 20172020 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2018.2020.
The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.b.Foreign currency translation.
ATCI's and ATBI’sATBI's functional currency for operations and expenditure is the Canadian dollar and Chinese Yuan.yuan. However, the Company's reporting currency is inthe U.S. dollars.dollar. Therefore, the consolidated financial statements for all periods presented have been translated into the U.S. dollarsdollar 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 stockholders’shareholders' equity.
c. Principles of consolidation.
The unaudited 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”("EPS") is computed by dividing net incomeloss 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 DecemberMarch 31, 20172020 and June 30, 2017.2019.
Onf. 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, 2017, we2018, the Company adopted the new accounting standardguidance 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 fromas each performance obligation is satisfied. The Company only applies the five-step model to contracts with customers and allwhen it is probable that the related amendments to all contracts using the modified retrospective method. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflectsCompany will collect the consideration we expectit is entitled to receive in exchange for those products or services.the services it transfers to its clients. The Company currently receives itsCompany's revenue consists of revenue from commissions on payment processing for flight tickets. The Company evaluates the Emerging Issue Task Force (EITF) number 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent,” which sets forth a number of guidelines for the correct treatment of revenue. We currently treat the revenues on a net basis.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 sixthree 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 DecemberMarch 31, 20172020 and June 30, 2017,2019, 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 March 2016,July 2018, the FASB issued ASU 2016-02,No. 2018-10, Codification Improvements to Topic 842, Leases, which supersedes ASCto 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 840, Leases,842 retrospectively to each reporting period and sets forthdo not adopt the principles forpractical expedients to write off any prior unamortized initial direct costs that do not meet the recognition, measurement, presentation,definition under Topic 842 to equity. The amendments in this update have the same effective date and disclosuretransition requirements as the new lease standard summarized above. The Company has evaluated the impact of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to recordadoption of Topic 842 on the balance sheet a right-of-use assetCompany's consolidated financial position and a lease liability, equal to the present valueresults of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based onoperations as stated above. There would be an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. There is no impact of the adoption of this guidance on its consolidated financial statements.statements for the Nine months ended as of March 31, 2020.
Note 3 - Going Concern.Concern
As reflected in the accompanying unaudited consolidated financial statements, the Company had accumulated deficits of $1,145,665$1,273,591 and $1,099,159,$1,212,928 and net losses of $18,584$45,732 and $26,930,$34,808, respectively, for the six monthsNine Months ended DecemberMarch 31, 20172020 and 2016.2019. The Company currently has limited business activities to generate funds fromfor its own operations, andhowever, has not yet achieved profitable operations for the three and six months ended December 31, 2017.operations. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.concern. The Company’sCompany's ability to continue as a going concern is dependent on its ability to raise additional capital and carry outimplement its business plan by seeking a profitable business strategy or new opportunities.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.
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Management believes that the current effortsactions to obtain additional funding from independent investors or from the management and implementation ofto implement its strategic plans and seeking more business opportunities for the Company 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, or that the Company will succeed in implementing its business strategy.us.
Note 3 –4 - Prepayment & Security Deposit
As of DecemberMarch 31, 2017,2020, the Company prepaid a security deposit of $11,750 (CAD$$10,625 (Cnd$15,000) (June 30, 2017($11,457 - $11,565)2019) to Consumer Protection British Columbia Province for the guarantee of service quality.
Note 45 - Accounts Payable and Accrued Liabilities
AsAccounts Payable and Accrued Liabilities of December$7,724 as of March 31, 2017, accounts payable and accrued liabilities of $3,569 (June 30, 2017 - $10,681)2020 consists of payment for $3,350of $525 in legal fees, $5,900 in audit and accounting fees and others of $218.$1,299 in filing fees. (June 30, 2019 - $17,857).
Note 5 –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”("CAFI"). Mr. Chen Xi Shi is the former Chief Financial Officer and Director of the Company. The shareholders make advances to the Company from time to time for the Company’sCompany's operations. These advances are due on demand and non-interest bearing.
During the six months ended December 31, 2017, the Company owned by a directorAs of the Company charged $3,697 (2016 - $3,638) in rent and $11,280 has been due to the related party as of Decemberperiod ended March 31, 2017 (2016 - $7,236 of debt was transferred to an independent investor of the Company).
During the six months ended December 31, 2017,2020, the CEO of the Company advanced $152$141 (June 30, 2017 – Nil)2019 - $146) to the Company for operating expenditure.
During the six monthsperiod ended June 30, 2016,March 31, 2020, a company owned by Feng Li, the former directorhusband of Mrs. Hong Ba, our CEO, charged the Company transferred$5,398 (Cnd$7,200) (2019 - $5,460) in rent and the debt of $25,920 in full$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 the sister in lawwho is an over 10% shareholder of the CEOCompany.
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 such debt was cancelled in exchange forMr. Wu Hao agreed to terminate the issuance of 4,712,727agreement entered on December 15, 2012. On October 26, 2014, the Company issued 15,538,300 common shares of the Company. The fair market valueCompany to settle the debts payable of the share issuance was $47,127.
Note 6 – Common Stock$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 DecemberMarch 31, 20172020 and June 30, 2017,2019, 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”"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"Lin Li Loan”Loan") and $78,861 (the “Youzhe"Youzhe Li Loan”Loan" and, together with the Lin Li Loan, the “Loans”"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”"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 shall bewere fully paid and the Company shall no longer havehad any obligations to the individuals under the Loans. As of December 31, 2017, the fair market value of the share issuance was $190,511.
Lin Li is the sister of Mr. Feng Li, who is the husband of Hong Ba, the Company’sCompany's director, CEO and CFO.
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As of December 31, 2017 and June 30, 2017, the Company had received $71,109 and $47,986, respectively, advanced for a future share issuance from an independent third party, which amounts do not bear interest and are due on demand. On August 5, 2016, the Company issued 14,338,364 common shares of the Company to such independenta related party in cancellation of the debt of $78,861 owed to such party at such time. The fair market value
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 was $143,384.from a related party, which amounts do not bear interest and are due on demand.
As the filing date of these unaudited financial statements, there are 82,489,391 shares issued and outstanding.
ITEM 2 MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”"may", “should”"should", “expects”"expects", “plans”"plans", “anticipates”"anticipates", “believes”"believes", “estimates”"estimates", “predicts”"predicts", “potential”"potential" or “continue”"continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”"Risk Factors", that may cause our company’scompany's or our industry’sindustry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
In this quarterly report, unless otherwise specified, all references to “common shares”"common shares" refer to the common shares of our capital stock.
As used in this quarterly report, the terms “we”"we", “us”"us", “our”"our", “W"W&E Source Corp.”", “the Company”"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”("ATGI") and Airchn Travel (Canada) Inc., in Vancouver, British Columbia in Canada (“ATCI”("ATCI") and Airchn Travel (Beijing) Inc. in Beijing, China (“ATBI”("ATBI"). We plan to set up additional subsidiaries in Hong Kong, Macau, Taiwan, Japan and Korea in the near future. Our Beijing office has been closed as of DecemberMarch 31, 20172020 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 on the OTCQB also changed from “NWCH”"NWCH" to “WESC.”"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 DecemberMarch 31, 20172020 and 20162019 contained in this Report.
SixNine Months Ended DecemberMarch 31, 20172020 and 2016:2019:
| Six Months Ended | Six Months Ended | Nine Months Ended | Nine Months Ended | |||||||||
| December 31, | December 31, | March 31, | March 31, | |||||||||
| 2017 | 2016 | 2020 | 2019 | |||||||||
| Revenues | $ | 299 | $ | 464 | $ | 825 | $ | 379 | ||||
| Expenses | ||||||||||||
| General and administrative expenses | (21,252 | ) | (22,422 | ) | (33,718 | ) | (35,234 | ) | ||||
| Foreign currency exchange gain (loss) | 2,369 | (4,972 | ) | (12,893 | ) | 47 | ||||||
| Net loss | $ | (18,584 | ) | $ | (26,930 | ) | $ | (45,732 | ) | $ | (34,808 | ) |
Revenues
We have generated total revenues of $299$825 from operations during the sixnine months ended DecemberMarch 31, 20172020 as compared to $464$379 for the same period in 2016, a decrease2019, an increase of $165$446 or 36%117%. The decreaseincrease was mainly due to the decreaseincrease in our travel business in the quarternine months ended DecemberMarch 31, 2017.2020.
General and administrative expenses
General and administrative expenses for the sixnine months ended DecemberMarch 31, 20172020 decreased by $1,170$1,516 or 5%, compared with the same period in 20162019 primarily because of decreased operating cost in bad debt and license fees, sales commission, travel and telephoneoffice expenses.
Net loss
We had net losses of $18,584$27,984 and $26,930$27,549 for the sixnine months ended DecemberMarch 31, 20172020 and 2016,2018, respectively, a decreasean increase of $8,346$435 or 31%2%, and had an accumulated deficit of $1,145,665$1,255,843 since the inception of our business as at DecemberMarch 31, 2017.2020. The decreaseincrease 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 ofin general and administrative expenses but a gain in foreign exchange and offset to a lesser extent by a decreasean increase in sales revenue.
Three Months Ended DecemberMarch 31, 20172020 and 2016:2019:
| Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | |||||||||
| December 31, | December 31, | March 31, | March 31, | |||||||||
| 2017 | 2016 | 2020 | 2019 | |||||||||
| Revenues | $ | 299 | $ | 346 | $ | 332 | $ | 151 | ||||
| Expenses | ||||||||||||
| General and administrative expenses | (9,892 | ) | (9,780 | ) | (11,370 | ) | (11,814 | ) | ||||
| Foreign currency exchange gain (loss) | (2,487 | ) | (4,593 | ) | (6,710 | ) | 4,404 | |||||
| Net loss | $ | (12,080 | ) | $ | (14,027 | ) | $ | (17,748 | ) | $ | (7,259 | ) |
Revenues
We have generated total revenues of $299$332 from operations during the three months ended DecemberMarch 31, 20172020 as compared to $346$151 for the same period in 2016, a decrease2019, an increase of $47$181 or 14%55%. The decreaseincrease was mainly due to the decreaseincrease in our travel business in the quarter ended DecemberMarch 31, 20172020 due to intense market competition and a shortage of operating funds to hire people.more travel schedule arrangements.
General and administrative expenses
General and administrative expenses for the three months ended DecemberMarch 31, 2017 increased2020 decreased by $112$444 or 1%4%, compared with the same period in 20162019 primarily because of increaseddecreased operating cost in auditfiling fees expenses.
Net loss
We had net losses of $12,080$17,748 and $14,027$7,259 for the three months ended DecemberMarch 31, 20172020 and 2016,2019, respectively, a decreaseincrease of $1,947$10,489 or 14%144%, mainly due to a decrease of foreign exchange loss, and had an accumulated deficit of $1,145,665$1,273,591 since the inception of our business as at DecemberMarch 31, 2017.2020. The decreaseincrease in net loss is mainly attributable to a decrease inchange from a foreign exchange losses and offsetgain to a lesser extentforeign exchange loss, partially offset by a decrease in sales revenuegeneral and administrative expenses and an increase in general and administrative expenses.sales revenue.
Liquidity and Capital Resources
Our financial condition at the end of and for the three month periods ended DecemberMarch 31, 20172020 and June 30, 20172019 are summarized as follows:
| Working Capital | ||||||
| December 31, | June 30, | |||||
| 2017 | 2017 | |||||
| Current Assets | $ | 4,348 | $ | 5,547 | ||
| Current Liabilities | (86,110 | ) | (66,069 | ) | ||
| Working Capital | $ | (81,762 | ) | $ | (60,522 | ) |
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 $21,240$36,824 due to additional funds advanced for share issuance and due to related parties.
| Cash Flows | ||||||
| December 31, | December 31, | |||||
| 2017 | 2016 | |||||
| Cash used in operating activities | $ | (24,036 | ) | $ | (35,711 | ) |
| Cash provided by financing activities | 23,150 | 35,878 | ||||
| Cumulative translation adjustment | (956 | ) | (220 | ) | ||
| Net increase (decrease) in cash | $ | (1,842 | ) | $ | (35 | ) |
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 six monthsNine Months ended DecemberMarch 31, 2017,2020, our cash used in operating activities decreasedincreased by $11,675$23,031 or 33%71% to $24,036,$55,691, compared with $35,711$32,660 for the six monthsNine Months in the prior year. The decreaseincrease is mainly due to a decrease in general and administrative expenses and accounts payable and accrued liabilities and an increase in advances due to related parties and foreign exchange loss compared with the six monthsNine Months in the prior year.
Cash Used in Investing Activities
For the six months ended December 31, 2017, we have no cash investing activities as compared from the same period last year.
Cash Provided by Financing Activities
For the six monthsNine Months ended DecemberMarch 31, 2017,2020, the Company received $23,000$56,085 from financing activities in the form of cash advances for future share issuances from an independenta party and $150 fromcompared with $33,001 in the CEO of the Company for operating activities.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 |
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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”("CAFI"). Mr. Chen Xi Shi is the former Chief Financial Officer and Director of the Company. The shareholders make advances to the Company from time to time for the Company’sCompany's operations. These advances are due on demand and non-interest bearing.
DuringAs of the six monthsperiod ended DecemberMarch 31, 2017,2020, the Company owned by a directorCEO 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 $3,697 (2016the Company $5,398 (Cnd$7,200) (2019 - $3,638)$5,460) in rent and $11,280the debt of $27,392 has been due to the related party (2016(2019 - $7,236 of debt was transferred to an independent investor$23,452).
As of the Company).
Duringperiod ended March 31, 2020, the six months ended Decemberhusband of Mrs. Hong Ba, our CEO, advanced $1,550 (March 31, 2017, the CEO of the Company advanced $152 (June 30, 2017 – Nil)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"disclosure controls and procedures”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’scompany'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’sCommission'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’scompany'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, 2017.2019.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended DecemberMarch 31, 20172020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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, 2017.2019, 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, 20172019 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 DecemberMarch 31, 2017,2020, 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 DecemberMarch 31, 2017,2020, the aggregate amount of the advances to be used for such share purchases was $71,109,$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 |
(31) | Section 302 Certification |
(32) | Section 906 Certification |
101* | Interactive Data Files |
*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
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