W&E Source Corp. - Quarter Report: 2022 March (Form 10-Q)
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, 2022 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 |
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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: 130,085,501 shares of common stock issued and outstanding as of May 16, 2022.
TABLE OF CONTENTS
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1
Condensed Interim Consolidated Balance Sheets
As of March 31, 2022 and June 30, 2021
| March 31, 2022 | June 30, 2021 | |||||
| Assets | (Unaudited) | |||||
| Current Assets | ||||||
| Cash | $ | 2,021 | $ | 2,248 | ||
| Other receivables | 42 | 42 | ||||
| Total current assets | 2,063 | 2,290 | ||||
| Non-Current Assets | ||||||
| Prepayments/Deposits | 12,017 | 12,030 | ||||
| Total non-current assets | 12,017 | 12,030 | ||||
| TOTAL ASSETS | $ | 14,080 | $ | 14,320 | ||
| Liabilities and Shareholders' Deficit | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 23,455 | $ | 24,561 | ||
| Advances from related parties and related party payables | 50,405 | 12,020 | ||||
| Total current liabilities | 73,860 | 36,581 | ||||
| TOTAL LIABILITIES | 73,860 | 36,581 | ||||
| Shareholders' deficit | ||||||
| Common stock, $0.0001 par value, 500,000,000 shares authorized, 130,085,501 and 130,085,501 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively |
13,009 | 13,009 | ||||
| Additional paid-in capital | 1,217,317 | 1,217,106 | ||||
| Accumulated deficit | (1,292,694 | ) | (1,255,841 | ) | ||
| Accumulated other comprehensive income | 2,588 | 3,465 | ||||
| Total shareholders' deficit | (59,780 | ) | (22,261 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 14,080 | $ | 14,320 |
The accompanying notes are an integral part of these condensed interim unaudited consolidated financial statements.
2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
For the Three and Nine Months Ended March 31, 2022 and 2021
(Unaudited)
| Three Months 2022 |
Three Months 2021 |
Nine Months 2022 |
Nine Months 2021 |
|||||||||
| Net revenues | $ | - | $ | - | $ | - | $ | - | ||||
| Gross profit | - | - | - | - | ||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | (16,128 | ) | (11,529 | ) | (36,790 | ) | (36,497 | ) | ||||
| Total operating expenses | (16,128 | ) | (11,529 | ) | (36,790 | ) | (36,497 | ) | ||||
| Operating Loss | (16,128 | ) | (11,529 | ) | (36,790 | ) | (36,497 | ) | ||||
| Other Income (expense) | ||||||||||||
| Interest expenses | (103 | ) | - | (210 | ) | (14,326 | ) | |||||
| Gain on debt settlement | - | - | - | 90,433 | ||||||||
| Foreign currency exchange gain (loss) | 1,988 | (644 | ) | 147 | 4,612 | |||||||
| Total other income (expense) | $ | 1,885 | $ | (644 | ) | $ | (63 | ) | $ | 80,719 | ||
| Net income (loss) | (14,243 | ) | (12,173 | ) | (36,853 | ) | 44,222 | |||||
| Other comprehensive income (loss) | ||||||||||||
| Cumulative foreign currency translation adjustment | (349 | ) | 805 | (2,671 | ) | (10,982 | ) | |||||
| Comprehensive income (loss) | $ | (14,592 | ) | $ | (11,368 | ) | $ | (39,524 | ) | $ | 33,240 | |
| Weighted average number of shares outstanding - basic and diluted | 130,085,501 | 137,899,000 | 130,085,501 | 101,144,000 | ||||||||
| Loss per share - basic and diluted | ($0.00 | ) | ($0.00 | ) | ($0.00 | ) | $ | 0.00 |
The accompanying notes are an integral part of these condensed interim unaudited consolidated financial statements.
3
Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2022 and 2021
(Unaudited)
| March 31, 2022 | March 31, 2021 | |||||
| Cash Flow from Operating Activities | ||||||
| Net income (loss) | $ | (36,853 | ) | $ | 44,222 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Foreign currency exchange gain (loss) | - | 9,146 | ||||
| Gain on debt settlement | - | (90,433 | ) | |||
| Imputed interest | 210 | 14,326 | ||||
| Change in operating assets and liabilities: | ||||||
| Increase (decrease) in prepaid and deposit | 535 | (6,997 | ) | |||
| Increase (decrease) in accounts payable and accrued liabilities | (1,107 | ) | (3,824 | ) | ||
| Increase in advance for share issuance from related party | - | 26,998 | ||||
| Net cash provided by (used in) operating activities | (37,215 | ) | (6,562 | ) | ||
| Cash Flows from Financing Activities | ||||||
| Proceeds from related party | 37,805 | 5,082 | ||||
| Net cash provided by financing activities | 37,805 | 5,082 | ||||
| Cumulative translation adjustment | (817 | ) | 240 | |||
| Net increase (decrease) in cash | (227 | ) | (1,240 | ) | ||
| Cash, beginning of period | 2,248 | 3,508 | ||||
| Cash, end of period | $ | 2,021 | $ | 2,268 | ||
| Supplemental cash flows information | ||||||
| Interest paid | $ | - | $ | - | ||
| Income tax paid | $ | - | $ | - | ||
| Non cash investing and financing activities | ||||||
| Share issuance for debt settlement | $ | - | $ | 237,981 |
The accompanying notes are an integral part of these condensed interim unaudited consolidated financial statements.
4
| Common | Additional | Accumulated other |
Total | |||||||||||||||
| Stock | Paid-in | Comprehensive | Accumulated | Shareholders' | ||||||||||||||
| Shares | Amount | Capital | Income | Deficit | Equity (Deficit) | |||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||
| Balance at June 30, 2020 | 82,489,391 | 8,249 | 1,059,931 | 15,920 | (1,283,018 | ) | (198,918 | ) | ||||||||||
| Imputed Interest | - | - | 13,091 | - | - | 13,091 | ||||||||||||
| Foreign currency translation adjustment | - | - | - | (3,735 | ) | - | (3,735 | ) | ||||||||||
| Net Loss | - | - | - | - | (26,468 | ) | (26,468 | ) | ||||||||||
| Balance at September 30, 2020 (Unaudited) | 82,489,391 | 8,249 | 1,073,022 | 12,185 | (1,309,486 | ) | (216,030 | ) | ||||||||||
| Imputed Interest | - | - | 1,235 | - | - | 1,235 | ||||||||||||
| Share issuance by debts settlement | 47,596,110 | 4,760 | 142,788 | - | - | 147,548 | ||||||||||||
| Foreign currency translation adjustment | - | - | - | (8,052 | ) | - | (8,052 | ) | ||||||||||
| Net Income | - | - | - | - | 82,863 | 82,863 | ||||||||||||
| Balance at December 31, 2020 (Unaudited) | 130,085,501 | 13,009 | 1,217,045 | 4,133 | (1,226,623 | ) | 7,564 | |||||||||||
| Foreign currency translation adjustment | - | - | - | 805 | - | 805 | ||||||||||||
| Net Loss | - | - | - | (12,173 | ) | (12,173 | ) | |||||||||||
| Balance at March 31, 2021 (Unaudited) | 130,085,501 | 13,009 | 1,217,045 | 4,938 | (1,238,796 | ) | (3,804 | ) | ||||||||||
| Balance at June 30, 2021 | 130,085,501 | 13,009 | 1,217,106 | 3,465 | (1,255,841 | ) | (22,261 | ) | ||||||||||
| Imputed Interest | - | - | 38 | - | - | 38 | ||||||||||||
| Foreign currency translation adjustment | - | - | - | 2,322 | - | 2,322 | ||||||||||||
| Net Loss | - | - | - | - | (12,065 | ) | (12,065 | ) | ||||||||||
| Balance at September 30, 2021(Unaudited) | 130,085,501 | 13,009 | 1,217,144 | 5,787 | (1,267,906 | ) | (31,966 | ) | ||||||||||
| Imputed Interest | - | - | 70 | - | - | 70 | ||||||||||||
| Foreign currency translation adjustment | - | - | - | (528 | ) | - | (528 | ) | ||||||||||
| Net Loss | - | - | - | (10,545 | ) | (10,545 | ) | |||||||||||
| Balance at December 31, 2021 (Unaudited) | 130,085,501 | 13,009 | 1,217,214 | 5,259 | (1,278,451 | ) | (42,969 | ) | ||||||||||
| Imputed Interest | - | - | 103 | - | - | 103 | ||||||||||||
| Foreign currency translation adjustment | - | - | - | (2,671 | ) | - | (2,671 | ) | ||||||||||
| Net Loss | - | - | - | - | (14,243 | ) | (14,243 | ) | ||||||||||
| Balance at March 31, 2022 (Unaudited) | 130,085,501 | 13,009 | 1,217,317 | 2,588 | (1,292,694 | ) | (59,780 | ) |
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 RMB 1,600,000 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.
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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, 2022 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, 2021. 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, 2021, and other reports filed with the SEC. Operating results for the three and nine months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2022.
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. The foreign exchange rates were adopted as of March 31, 2022:
| RMB to USD | CAD to USD | ||
| Spot rate: | 0.1577 | 0.8012 | |
| Average rate: | 0.1565 | 0.7930 |
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 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 loss per share 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. Loss per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no dilutive securities at March 31, 2022 and June 30, 2021.
7
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, 2022 and June 30, 2021, we have no cash equivalents.
i. 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.
j. 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 December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, "Simplifying the Accounting for Income Taxes". The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, "Income Taxes". The pronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. We are still evaluating the impact this guidance will have on our consolidated financial statements.
On March 2021, the FASB issued Accounting Standards Update (ASU) 2021-03, "Intangibles-Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events" ("ASU 2021-03"). The amendments in ASU 2021-03 provide private companies and not-for-profit (NFP) entities with an accounting alternative to perform the goodwill impairment triggering event evaluation as required in FASB Accounting Standards Codification (FASB ASC) 350-20, Intangibles-Goodwill and Other-Goodwill, as of the end of the reporting period, whether the reporting period is an interim or annual period. An entity that elects this alternative is not required to monitor for goodwill impairment triggering events during the reporting period but, instead, should evaluate the facts and circumstances as of the end of each reporting period to determine whether a triggering event exists and, if so, whether it is more likely than not that goodwill is impaired. The amendments in this ASU are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued as of March 30, 2021. The Company have adopted this ASU on the consolidated financial statements in the year ended June 30, 2021. The adoption had no material impact on the consolidated financial statements in the year ended June 30, 2021 and period ended March 31, 2022.
8
On April 2021, the FASB issued ASU 2021-04, "Earnings Per Share (Topic 260), Debt- Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options" ("ASU 2021-04") to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants. The new ASU is available here and effective for all entities in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2021-04 on its consolidated financial statements.
On July 2021, the FASB issued ASU 2021-05, "Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments", which upon adoption requires a lessor to classify a lease with variable lease payments (that do not depend on a rate or index) as an operating lease on commencement date if classifying the lease as a sales-type or direct financing lease would result in a selling loss. The amendments in this ASU are effective for all entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The adoption had no material impact on the consolidated financial statements for the period ended March 31, 2022.
On July 2021, the FASB issued ASU 2021-07, "Stock Compensation (Topic 718): Stock Compensation" ("ASU 2021-07") to address the concerns from stakeholders about the cost and complexity of determining the fair value of equity-classified share-based awards for private companies. It specifically permits private companies to use 409A valuations prepared under US Treasury regulations to estimate the fair value of certain awards under ASC 718. The Update is effective for private companies in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2021-07 on its consolidated financial statements.
On August 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08") to require an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance as if the acquirer had originated the contract. That is, such acquired contracts will not be measured at fair value. ASU 2021-08 is effective for privately held companies with fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements.
Note 3 - Going Concern
As reflected in the accompanying consolidated financial statements, the Company had accumulated deficits of $1,292,694 and $1,255,841 as of March 31, 2022 and June 30, 2021, and net loss of $36,853 and income of $44,222, respectively, for the nine months ended March 31, 2022 and 2021. The Company currently has business activities to generate funds for its own operations, however, but 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 consolidated 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, 2022, the Company prepaid a security deposit of $12,017 (CAD$15,000) (June 30, 2021 - $12,030 (CAD$15,000)) 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 $23,455 as of March 31, 2022, consists of professional fees of $22,839 in audit and accounting fees and $616 in filing fees. (June 30, 2021 - $24,561).
9
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 March 31, 2022, there was $50,405 (June 30, 2021 - $12,020) due to related parties in total.
As of the nine months ended March 31, 2022, the CEO of the Company advanced $20,132 (June 30, 2021 - $7,048) to the Company for operating expenditures.
During the nine months ended March 31, 2022, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $5,710 (CAD$7,200) (March 31, 2021 - $5,544 (CAD$7,200) in rent and the debt of $9,614 has been due to the related party (June 30, 2021 - $3,850).
As of the period ended March 31, 2022, Mr. Feng Li advanced $4,409 (June 30, 2021 - $900) to the Company for operating expenditures.
As of March 31, 2022, the Company has received advances of $16,250 (June 30, 2021 - $222) for operating expenditures from related parties who are over 10% shareholders 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 $635 (CAD$800).
| 2022 | CAD $9,600 |
| 2023 | CAD $9,600 |
| 2024 | CAD $9,600 |
| 2025 | CAD $9,600 |
| 2026 | CAD $9,600 |
For each of the nine months ended March 31, 2022 and 2021, the Company recorded a rent expense of $5,710 (CAD$7,200) and $5,544 (CAD$7,200), respectively.
Note 8 - Common Stock
On December 14, 2020, the Company entered into Debt Cancellation Agreement (the "Debt Cancellation Agreement") with certain creditors to the Company with a total outstanding aggregate balance of US$237,981 (the "Debts"). Pursuant to the Debt Cancellation Agreement the Company agreed to issue an aggregate total of 47,596,110 shares of its common stock, $0.0001 par value per share (the "Shares"), at the conversion rate of US$0.005 per share as full payment for the Debts. Upon issuance and delivery of the Shares, the Debts were fully paid and the Company no longer had any obligations to the creditors under the Debts.
As the filing date of these financial statements, there are 130,085,501 shares issued and outstanding.
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Forward Looking Statements
This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) 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, 2022 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." 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.
COVID-19
In December 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China, and has since spread to other regions, including Europe and North America. On March 11, 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic ("COVID-19 pandemic"). In response to the pandemic, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of the companies on whom our business relies, including hotels and other accommodation providers and airlines, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our customers. The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel activities and consumer demand for related services. Our financial results and prospects are almost entirely dependent on the sale of such travel-related services. Our results for the quarter ended March 31, 2022 have been significantly and negatively impacted, with a material decline in gross travel bookings and total revenues as compared to the corresponding period in 2020. We expect to continue to see severely reduced new travel reservation bookings as compared to 2020 levels for the foreseeable future, which will have a materially adverse impact on our business, financial condition, results of operations and cash flows. Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward. With the continued spread of COVID-19 in the United States and various other countries, we expect the pandemic and its effects to continue to have a significant adverse impact on our business for the duration of the pandemic, during any resurgences of the pandemic and during the subsequent economic recovery, which could be an extended period of time.
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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, 2022 and 2021 contained in this Report.
Three Months Ended March 31, 2022 and 2021:
| Three Months Ended | Three Months Ended | |||||
| March 31, | March 31, | |||||
| 2022 | 2021 | |||||
| (Unaudited) | (Unaudited) | |||||
| Expenses | ||||||
| General and administrative expenses | (16,128 | ) | (11,529 | ) | ||
| Imputed interest expenses | (102 | ) | - | |||
| Foreign currency exchange gain (loss) | 1,987 | (644 | ) | |||
| Net income (loss) | $ | (14,243 | ) | $ | (12,173 | ) |
Revenues
We had no revenue for the three months ended March 31, 2022 and 2021, mainly due to the decrease in our travel business arrangement income caused by the COVID-19 pandemic globally.
General and administrative expenses
General and administrative expenses for the three months ended March 31, 2022 increased by $4,599 or 40%, compared with the same period in 2021. The increase was mainly due to an increase in filing fees.
Net loss
We had a net loss of $14,243 and $12,173 for the three months ended March 31, 2022 and 2021, respectively, an increase of $2,070 or 17%, and had an accumulated deficit of $1,292,694 since the inception of our business as at March 31, 2022. The increase in net loss is mainly attributable to an increase in general and administrative expenses, partially offset by an increase in foreign currency exchange gain.
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Nine Months Ended March 31, 2022 and 2021:
| Nine Months Ended | Nine Months Ended | |||||
| March 31, | March 31, | |||||
| 2022 | 2022 | |||||
| Unaudited | Unaudited | |||||
| Expenses | ||||||
| General and administrative expenses | (36,790 | ) | (36,497 | ) | ||
| Imputed interest expenses | (210 | ) | (14,326 | ) | ||
| Gain on debt settlement | - | 90,433 | ||||
| Foreign currency exchange gain (loss) | 147 | 4,612 | ||||
| Net income (loss) | $ | (36,853 | ) | $ | 44,222 |
.Revenues
We had no revenue for the nine months ended March 31, 2022 and 2021, mainly due to the decrease in our travel business arrangement income caused by the COVID-19 pandemic globally.
General and administrative expenses
General and administrative expenses for the nine months ended March 31, 2022 increased by $293 or 1%, compared with the same period in 2021. The increase was mainly due to an increase in filing fees.
Net loss
We had a net loss of $36,853 and net income of $44,222 for the nine months ended March 31, 2022 and 2021, respectively, a decrease of $81,075 or 183%, and had an accumulated deficit of $1,292,694 since the inception of our business as at March 31, 2022. The increase in net loss is mainly attributable to a gain on debt settlement in connection with the advance share issuance during the nine months ended March 31, 2021.
Liquidity and Capital Resources
Our financial condition at the end of March 31, 2022 and June 30, 2021 are summarized as follows:
Working Capital
| March 31, 2022 | June 30, 2021 | |||||
| Unaudited | ||||||
| Current Assets | $ | 2,063 | $ | 2,290 | ||
| Current Liabilities | (73,860 | ) | (36,581 | ) | ||
| Working Capital | $ | (71,797 | ) | $ | (34,291 | ) |
Our working capital deficit increased from the previous year-end and current assets were still insufficient to cover liabilities; the deficit magnitude increased by $37,506 due to an increase in accounts payable and accrued liabilities and due to related parties.
Cash Flows
| March 31, 2022 | March 31, 2021 | |||||
| Unaudited | Unaudited | |||||
| Cash provided (used in) operating activities | $ | (37,215 | ) | $ | (6,562 | ) |
| Cash provided by financing activities | 37,805 | 5,082 | ||||
| Cumulative translation adjustment | (817 | ) | 240 | |||
| Net increase (decrease) in cash | $ | (227 | ) | $ | (1,240 | ) |
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Cash Used in Operating Activities
For the nine months ended March 31, 2022, our cash used in operating activities increased by $30,653 or 467% to $37,215, compared with $6,562 for the nine months in the prior year. The increase is mainly due to the debt settlement by share issuance during the nine months ended March 31, 2021.
Cash Used in Investing Activities
For the nine months ended March 31, 2022 and 2021, we had no cash used in investing activities.
Cash Provided by Financing Activities
For the nine months ended March 31, 2022, the Company was advanced $37,805 for a rent expense and advanced operating expenses compared with in the same period in 2021, in which the Company received $5,082 from financing for a rent expense and advanced operating expenses.
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 March 31, 2022, there was $50,405 (June 30, 2021 - $12,020) due to related parties in total.
As of the nine months ended March 31, 2022, the CEO of the Company advanced $20,132 (June 30, 2021 - $7,048) to the Company for operating expenditures.
During the nine months ended March 31, 2022, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $5,710 (CAD$7,200) (March 31, 2021 - $5,544 (CAD$7,200) in rent and the debt of $9,614 has been due to the related party (June 30, 2021 - $3,850).
As of the period ended March 31, 2022, Mr. Feng Li advanced $4,409 (June 30, 2021 - $900) to the Company for operating expenditures.
As of March 31, 2022, the Company has received advances of $16,250 (June 30, 2021 - $222) for operating expenditures from related parties who are over 10% shareholders of the Company.
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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, 2021.
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, 2022 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, 2021. 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, 2021 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.
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None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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| (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 | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*filed herewith
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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 16, 2022